Last updated: April 29, 2022
Version 1.0
This Hallway SDK License Agreement, ("Agreement"), is a binding agreement between you and QuarkWorks Inc., a California corporation and its affiliates (collectively "QuarkWorks", "Hallway", "Hallway Tile", “we”, “us” or "our") governing your use of our Hallway Software Development Kit (SDK). Hallway SDK means any SDK, including our AvatarWebKit SDK and any application programming interfaces, plugins, code, technology, tools documentation, specification and content made available by us to others (collectively, the “SDK”).
The SDK and other products offered by Hallway are considered intellectual property, as defined below and marked as assets of Hallway (“Assets”). If you, as a third party (“Provider”) through your Application, as defined below, offer and distribute Assets and an end-user (“End-User”) acquires a license to an Asset from us, this License Agreement shall apply regardless of whether the asset is produced by us or by you, as a Provider and licensor.
Your use is expressly conditioned on your acceptance of the Agreement contained herein. By accepting, you are agreeing with other applicable terms and conditions of Hallway and QuarkWorks, Inc., our SDK Terms of Service and acknowledging our Privacy Policy. This Agreement, the Terms of Service, and the Privacy Policy are, collectively, the “Terms”. The SDK is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SDK is licensed (not sold).
Subject to these Terms, you are granted a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to use and reproduce the SDK solely to develop, test or distribute your Application (defined below) and to enable you and/or your end user access to Hallway features, including but not limited to, facial, hand and body tracking technology; and blend shape and animation data streaming over OSC, TCP/UDP, Sockets, WebRTC, etc.
The license granted is solely for the purpose of testing, developing and promoting your applications, content, games, demos or other products and features (“Application") and providing end users access to Hallway features and services through your Application.
The SDK may include sample source code, libraries or other materials for incorporation into your Application. The SDK may include materials that you may display to your end users, including avatars, items, props and backgrounds. The SDK documentation will indicate such use and you may incorporate, reproduce and distribute them as part of your Application.
You may, but are under no obligation to, allow Hallway access to the pre-release versions of your Applications.
If an End User acquires a license to an Asset that is distributed by you, as a Provider, then you shall be considered as the seller of the license to such Asset. In such a case, only you, as the Provider (as opposed to Hallway), shall be responsible for any liability under any End User license agreement or any breach by the Provider. End Users may use the licensed Assets only for their intended purpose and only under the same or more restrictive conditions than applicable under this Agreement.
You understand and agree that Hallway and its suppliers retain all legal rights, title and interest (to include but not limited to patent, copyright, trademark, trade secret and moral rights) globally to any intellectual property included in the SDK, including, without limitation, all copyrights and other intellectual property rights therein. You may not use, copy, or distribute the SDK without authorization. All rights are reserved. You are expressly prohibited from:
(a) modifying, creating derivative works of, reverse engineering, reverse compiling, or disassembling the SDK;
(b) distributing, selling, leasing, renting, lending, assigning or sublicensing any part of the SDK to any third party except as expressly provided herein and as necessary to distribute any Applications;
(c) using the SDK to create Applications that act as "virtual cameras" on the devices of end users;
(d) using the SDK to upload or otherwise transmit any material containing SDK viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any SDK or hardware;
(e) using the SDK or your Application in any way that violates the rights of Hallway or third parties or applicable laws governing import, export and privacy;
(f) using or distributing the SDK in any manner that would cause the SDK or any part thereof, or Hallway, to become subject to the terms of any open source license or any other restriction. In addition, you may not represent that the Applications are certified or otherwise endorsed by Hallway, and you may not use the Hallway name or any other trademarks or service marks of Hallway in connection with the Applications.
You, but not your users, may provide Hallway with feedback on the SDK including, without limitation, feedback on bugs and faults within or relating to the SDK, or suggestions for improvements or other changes to all or any portion of the SDK. You agree that Hallway shall own all feedback, ideas, concepts and changes to any portion of the SDK developed or identified in the course of or as a result of your use of the SDK and all associated intellectual property rights (“Feedback Results”), and you hereby assign to Hallway all of your right, title and interest thereto. You will not knowingly provide Feedback Results that are subject to third party intellectual property rights. You agree to cooperate fully and to ensure that your employees, officers, independent contractors cooperate fully with Hallway with respect to signing further documents and doing such other acts as are reasonably requested by Hallway to confirm that Hallway owns the Feedback Results, and to enable Hallway to register and/or protect any associated intellectual property rights and/or confidential information.
Our communication with you and the SDK may contain confidential and proprietary information of Hallway which includes information that is marked confidential or that would normally be considered confidential under the circumstances (“Confidential Information”).
Confidential Information does not include information:
(a) that is or becomes public knowledge or is received by either party without any breach of any confidentiality obligation;
(b) that the receiving party can document was independently developed without use or access to the Confidential Information; or
(c) that the receiving party can document was previously known prior to receipt of the Confidential Information.
You agree not to disclose any Confidential Information you may receive to any third party without our prior written consent. You agree that any unauthorized disclosure of the Confidential Information would cause irreparable harm and that in the event of any breach or threatened breach of the above confidentiality obligations, Hallway shall be entitled to obtain equitable relief in addition to any other remedy.
Hallway may, but is under no obligation to provide any support for the SDK.
You represent and warrant that you have provided clear notice to users regarding data processing that includes third parties and Hallway and its affiliates, who may collect or receive information from your Application. You agree to comply with all applicable privacy and data protection laws as well as our applicable Privacy Policy which constitutes part of the Terms of this Agreement.
The terms of this Agreement begin when you check "Agree" under Terms in the Hallway SDK Application form, or when you download or use the SDK or any part of it, and will continue until terminated as set out in the Agreement. The Confidentiality, Indemnification, Warranty Disclaimer, Limitation of Liability, and Miscellaneous sections set out in this Agreement shall survive any termination of this Agreement. Hallway may terminate this Agreement or suspend the SDK or any portion or feature or your access thereto if you breach any material provision of this Agreement or the Terms without liability to you or any obligation to you. In the event that the SDK is discontinued or Hallway ceases to exist, this Agreement and the SDK, including any backend infrastructure and support, may terminate automatically and without notice to you.
Upon termination, you agree to immediately stop using, distributing or making available the SDK and all Applications that incorporate the SDK or any of its components. You must destroy or return any stored or cached content, software or other materials in connection with the SDK.
Hallway DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE USE OF THE SDK TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR WARRANTIES THAT THE SDK WILL BE ACCURATE, FREE OF ERRORS OR DEFECTS, FREE OF VIRUSES OR CONTAMINATION, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.
THE SDK IS PROVIDED “AS-IS”. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE SDK. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SDK. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SDK TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SDK. YOUR SOLE REMEDY AGAINST Hallway FOR DISSATISFACTION WITH THE SDK OR FOR ANY DAMAGE CAUSED THEREBY IS TO STOP USING SUCH SDK. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
YOU AGREE NOT TO TAKE ANY LEGAL ACTION OR MAKE ANY CLAIM AGAINST Hallway OR ANY OF ITS SUPPLIERS IN RELATION TO THE SDK AND/OR YOUR USAGE THEREOF. FURTHERMORE, YOU AGREE NOT TO SUPPORT ANY SUCH ACTIONS OR CLAIMS BY ANY OF YOUR CUSTOMERS WHO MAY RECEIVE THE SDK AS PART OF YOUR APPLICATIONS.
YOU ACKNOWLEDGE AND AGREE THAT ANY USE OR DISSEMINATION BY YOU OF THE SDK IS YOUR SOLE RESPONSIBILITY AND AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT Hallway BEARS NO LIABILITY OR RESPONSIBILITY FOR SUCH USE OR DISSEMINATION. AS SUCH, EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL Hallway BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, TO INCLUDE DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, WHETHER RELATED TO BUSINESS INTERRUPTION/WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER MALFUNCTION OR FAILURE OR OTHERWISE. EVEN IF Hallway HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CALIFORNIA RESIDENT, YOU AGREE TO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOW BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HIS SETTLEMENT WITH THE DEBTOR.” TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED $50. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL REMEDY.
YOU AGREE TO FULLY INDEMNIFY AND HOLD HARMLESS Hallway, ITS DIRECTORS, OFFICERS AND EMPLOYEES, AGAINST ANY AND ALL CLAIMS, TO INCLUDE ATTORNEYS’ FEES, MADE REGARDING (I) YOUR USE OF THE SDK, (II) ANY APPLICATION YOU DEVELOP THEREFROM AND THE USE OF SUCH APPLICATION BY ANY PERSON, (III) ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM THAT ARISES FROM YOUR USE OF THE SDK AND ANY APPLICATION DEVELOPED THEREFROM AND THE USE OF SUCH APPLICATION BY ANY PERSON, AND/OR (IV) YOUR BREACH OF THIS AGREEMENT.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION OF THE TERMS OF SERVICE, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
This Agreement is governed by the laws of the United States and the State of Missouri, without reference to conflict of laws principles. Any dispute between you and Company regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the Western District of Missouri.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized Hallway representative, and no single waiver will constitute a continuing or subsequent waiver. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to your use of the SDK.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
Hallway shall have the right to unilaterally change or add to the terms of this Agreement at any time upon notice by any means Hallway determines in its discretion to be reasonable and may simply reference a posted, newly revised version of the Agreement on its website. It is your responsibility to review the most updated version thereof.
By continuing to use the SDK following such modifications, you agree to be bound by such modifications. If you do not agree with the updated terms, do not use or access the SDK. Your compliance with the terms of the updates cannot be avoided by using an older release of the SDK.
Copyright © 2022 QuarkWorks, Inc.