Last updated: Nov. 23, 2023
This mtion Materials License Agreement (this “Agreement”) is a legally binding contract between you (“Licensee”) and mtion interactive inc. (“mtion”) regarding the Licensee’s use of mtion Materials (defined below). PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING, OR OTHERWISE USING OR ACCESSING ANY PART OF MTION MATERIALS, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THIS AGREEMENT, THEN LICENSEE DOES NOT HAVE PERMISSION TO USE MTION MATERIALS.
"SDK" refers to the software development kit provided by mtion interactive inc., including any software, tools, libraries, and documentation.
"Materials" means mtion SDKs and Example Assets.
"Content" means any digital material, including 3D environments and assets, created by the Licensee using the SDK.
"User" refers to any end user of applications or content created by the Licensee using the SDK.
"Distro Assets" refer to specific assets provided or authorized by the Licensor, intended for distribution within the MTION Platform.
"Distro Materials" include Distro Assets and any derivatives or content created by the Licensee based on the Distro Assets.
"Vend Assets" are specific assets provided or authorized by the Licensor within the SDK, which are designated for commercial distribution.
"Vend Content" refers to content based on Vend Assets, authorized for distribution within the MTION Platform.
By accepting this License, you represent and warrant that:
- 2.1 You are at least 13 years old.
- 2.2 You have not been suspended or removed from the MTION Platform.
- 2.3 Your use of the SDK complies with all applicable laws and regulations.
- 2.4 If you are using the SDK on behalf of an entity, organization, or company (each, an “Entity”), the individual accepting this License on that Entity’s behalf represents and warrants that they have the authority to bind that Entity to this License.
3. LICENSE GRANTS
3.1 SDK License:
Subject to the terms and conditions of this Agreement, mtion interactive inc. (“Licensor”) grants the entity or individual (“Licensee”) a limited, personal, revocable, non-commercial, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferable right and license to:
- (a) Internally access, reproduce, and use a reasonable number of copies of the SDK solely for the Licensee’s internal development of Content as authorized under this Agreement.
- (b) Use Content and Distro Assets solely within the mtion interactive platform (“MTION Platform”) through their MTION Account.
3.2 Personal Use License:
This license allows the Licensee to use Content and Distro Assets for personal, non-commercial purposes within the MTION Platform, subject to the terms of this Agreement.
3.3 Distro License:
- (a) mtion interactive inc. grants the Licensee a limited, personal, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferable right to distribute Distro Materials (as defined below) to third parties (each, a “Distro Materials User”) for use solely within the MTION Platform.
- (b) The Licensee must ensure that each Distro Materials User agrees to the terms of this Agreement and understands that their use of Distro Materials is subject to these terms.
- (c) The right to distribute Distro Content is contingent upon the Licensee’s compliance with this Agreement and their MTION Account remaining in good standing.
3.4 Vend License:
- (a) mtion interactive inc. grants the Licensee a limited, personal, revocable, worldwide, royalty-free, non-exclusive, non-sublicensable, and non-transferable right to distribute Vend Content (as defined below) to third parties (each, a “Vend Content User”) for use solely within the MTION Platform.
- (b) The Licensee is responsible for ensuring that each Vend Content User agrees to the terms of this Agreement and understands their use of Vend Content is limited to the MTION Platform.
- (c) The Licensee's right to distribute Vend Content is subject to their compliance with this Agreement and the standing of their MTION Account.
4. USAGE AND LICENSE LIMITATIONS
4.1 Licensee Use and Compliance:
The rights granted to the Licensee, Distro Materials Users, or Vend Content Users for the use of the mtion Interactive SDK, including uploading Content or Distro Assets to the MTION Platform and using Content or Distro Assets on the MTION Platform, are contingent upon:
- Full compliance of the Licensee, Distro Materials Users, and Vend Content Users with the restrictions and conditions set forth in this Agreement.
- The MTION Account of the Licensee, Distro Materials Users, and Vend Content Users maintaining good standing status.
4.2 Commercial Use Limitations:
Except as expressly permitted under the applicable Licenses or through a separate written agreement with mtion interactive inc., neither the Licensee nor any Distro Materials Users or Vend Content Users are authorized to use any mtion Interactive SDK Materials or Content for commercial purposes, distribute any mtion Interactive SDK Materials, or engage in or enable any unauthorized uses of mtion Interactive SDK Materials.
4.3 Modifications and Availability of SDK Materials:
mtion interactive inc. reserves the right, at its sole discretion, to modify, disable, or remove any functionality, contents, or availability of any portion of the mtion Interactive SDK Materials at any time, with or without notice to the Licensee, Distro Materials Users, or Vend Content Users. This includes the ability to disable any SDK functionality used in connection with live, published Content or Distro Assets without prior notice.
4.4 Reservation of Rights:
All mtion SDK Materials are licensed, not sold, by mtion interactive inc. to the Licensee. This Agreement does not constitute a sale or transfer of ownership of any mtion SDK Materials. The Licensee is granted no rights or licenses in the mtion SDK Materials beyond those explicitly stated in the applicable Licenses. All rights not expressly granted to the Licensee are reserved by mtion interactive inc. The Licensee acknowledges that certain components of the mtion SDK Materials may contain confidential and proprietary information, including trade secrets, owned exclusively by mtion interactive inc.
5.1.1 For purposes of the MTION end-user license agreement provided at [insert URL] (the “EULA”), (a) Content developed using the SDK will be considered Licensee’s “User Content” (as defined in the EULA) (but subject to MTION’s rights in MTION Materials and other pre-existing materials that are within or part of any Content) and all restrictions, licenses, and other terms in the EULA regarding Licensee’s User Content apply to Content and (b) MTION Materials are “Materials” for purposes of the EULA, and all restrictions and other terms in the EULA applicable to Materials apply to MTION Materials. This Agreement supplements and does not replace the EULA. The EULA is, by this reference, hereby incorporated into and made a part of this Agreement. In the event of any conflict between this Agreement (other than the EULA) and the EULA, this Agreement (other than the EULA) will control.
5.2 Disclaimer; Limitation of Liability:
5.2.1 THE TERMS IN THE “DISCLAIMERS; NO WARRANTIES” AND “LIMITATION OF LIABILITY” SECTIONS OF THE EULA APPLY TO ACCESS TO AND USE OF MTION MATERIALS AND ARE HEREBY INCORPORATED INTO THIS AGREEMENT. LICENSEE ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM ITS, DISTRO MATERIALS USERS’, OR VEND CONTENT USERS’ USE OF OR ACCESS TO MTION MATERIALS OR CONTENT.
5.3.1 The indemnification obligations in the EULA also include the obligation for Licensee to defend and indemnify MTION and its entities (as defined in the EULA) from any claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising in any way out of or in any way connected with the Content or Licensee’s, Distro Materials User’s, or Vend Content User’s use of MTION Materials.
6.1 Content Restrictions; Review:
6.1.1 Any Content made available through the mtion Studio is subject to mtion’s review and approval. mtion may deny the release of, or revoke approval of, any Content for any reason or no reason at its sole discretion. Licensee will ensure that Content will not harm or destroy any User System or mtion System. Without limiting the foregoing, Licensee will ensure that any Content will not: (a) read any files on a User System or mtion System or (b) write, create, and delete files on any User System or mtion System, unless such functionality is achieved through mtion-approved methods. Unless otherwise authorized in a separate written agreement with mtion, Content may not send any data collected from Users, including usage data, to any servers other than the mtion designated data and web servers. mtion Materials may not be used to reverse engineer, decompile, or otherwise derive or attempt to derive the source code of any Assets, Content, 3D Objects, Worlds, or the mtion Platform. mtion reserves the right to (but is under no obligation to) review and audit any Content, individually or as a whole, before or after public release on the mtion Platform, and to remove Content in mtion’s sole discretion. Upon mtion’s request, Licensee will submit the source code for any Content to mtion in accordance with the procedures communicated to Licensee by mtion in such request.
6.2 mtion Materials Restrictions:
6.2.1 Except as otherwise explicitly provided in the applicable Licenses or as may be expressly permitted by applicable law, Licensee will not, and will not permit or authorize third parties to: (a) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, derive or attempt to derive the source code of, or create derivative works of mtion Materials; (b) rent, lease, or sublicense mtion Materials; (c) use mtion Materials on a service bureau or application service provider basis; (d) transfer, distribute, provide, divulge, disclose, make available to, or permit the use of mtion Materials or any portion or access thereof by any third party; (e) circumvent or disable any technological or security features or measures in mtion Materials, including, without limitation, to attempt to discern the source code for any portion of an SDK; (f) subject any portion of mtion Materials to the terms of any “open source” or “creative commons” license; (g) modify any part of an SDK provided in object code format; (h) use mtion Materials to develop code, software, or other materials for anything other than for use within the mtion Platform; or (i) use, or allow others to use, Content or Distro Assets outside of the mtion Platform. Licensee will neither alter nor remove any copyright notice or other proprietary rights notices that may appear on mtion Materials.
6.3 Compliance with Laws:
6.3.1 Licensee is solely responsible for ensuring that Content does not violate any third-party rights and is compliant with applicable laws and regulations. Licensee will use mtion Materials and Content in compliance with all applicable laws and regulations and refrain from any unethical conduct or any other conduct that tends to damage the reputation of mtion.
6.4 Canadian Legal Entity and Export Control:
6.4.1 mtion, as a Canadian legal entity, acknowledges its responsibility for compliance with Canadian laws and regulations.
6.5 Export and Economic Sanctions Laws:
6.5.1 Without limiting the above, Licensee will use mtion Materials in compliance with all applicable export control and economic sanctions laws and regulations. Licensee verifies that it is not listed on or covered by any sanctioned person lists administered by the Canadian government, the U.S. government, or United Nations, including but not limited to the List of Specially Designated Nationals and Blocked Persons, the List of Denied Persons or Entity List, and the United Nations Security Council Sanctions. Licensee further represents that it is not located in a country subject to comprehensive U.S. sanctions, including Iran, Syria, Cuba, North Korea, or the Crimea region of Ukraine. If Licensee is listed on, covered by, or otherwise becomes subject to any sanctioned persons list or is in a country subject to comprehensive U.S. sanctions, then it agrees to immediately cease use of mtion Materials.
7.1 mtion Intellectual Property:
7.1.1 As between the parties, mtion is and will remain the sole owner of all right, title, and interest, including intellectual property rights, in and to the mtion Platform, mtion Materials, and any other software, data, code, or other materials provided by or on behalf of mtion to Licensee, including any upgrades, updates, enhancements, or derivative works of the foregoing (“mtion IP”). Other than as expressly granted in the applicable Licenses, Licensee does not receive any right or interest in or to mtion IP.
7.2 Licensee Intellectual Property:
7.2.1 Subject to Section mtion Materials and the EULA, as between the parties, Licensee is and will remain the sole owner of all right, title, and interest, including intellectual property rights, in and to: (a) any works of authorship, code, graphics, images, technology, or other materials owned by Licensee prior to the Effective Date or arising independent of the rights granted under this Agreement, and (b) any Content. However, Licensee’s development of Content does not transfer to Licensee any ownership of any part of mtion Materials, including any Example Assets used as the basis for Content.
8. TERM AND TERMINATION
8.1 Commencement and Duration:
8.1.1 This Agreement will commence upon Licensee’s first acceptance of this Agreement and will continue until terminated.
8.2.1 mtion may, without limitation to any of its other rights or remedies, terminate this Agreement, or any of the Licenses or other rights granted under this Agreement, at any time for any reason or no reason, with or without notice.
8.3 Effect of Termination:
8.3.1 If this Agreement is terminated for any reason: (a) any and all liabilities accrued prior to the effective date of the termination will survive, and (b) upon mtion’s written request, Licensee will provide mtion with a written certification that Licensee has destroyed all copies of mtion Materials, and that all use of mtion Materials by Licensee has been discontinued.
9.1 Governing Law:
9.1.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflicts of law principles.
9.2.1 Any notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or by an overnight courier service, or mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the parties set forth in this Agreement or to such other address as either party may designate by notice to the other party.
9.3.1 mtion reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, mtion will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at mtion’s sole discretion.
9.3.2 By continuing to access or use the mtion SDK after any revisions become effective, Licensee agrees to be bound by the revised terms. If Licensee does not agree to the new terms, Licensee is no longer authorized to use the mtion SDK.
9.4 Entire Agreement:
9.4.1 This Agreement, together with the EULA and any other agreements or policies incorporated herein by reference, constitutes the entire agreement between Licensee and mtion concerning the mtion SDK and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
9.5.1 The failure of mtion to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
9.6.1 If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
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