LICENSE

MATTERPORT SAMPLE SDK CODE LICENSE AGREEMENT

Last updated: May 5, 2020
	•	Introduction and Acceptance of Agreement.  
This Matterport Sample SDK Code License Agreement (this “Agreement”) is between Matterport, Inc. (“Matterport”) and the party using the Sample SDK Code (defined below) or the entity that such party represents (collectively, “Licensee”), and governs Licensee’ use of the Sample SDK Code.
BY CLICKING “I AGREE” IN CONNECTION WITH THIS AGREEMENT, BY ELECTRONICALLY OR MANUALLY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCESSING OR USING ANY SAMPLE SDK CODE, LICENSEE SIGNIFIES ITS AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, LICENSEE MAY NOT ACCESS OR USE ANY SAMPLE SDK CODE.
Matterport reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to Licensee by updating this posting. Thus, Licensee should visit this page periodically for changes. If Licensee disagrees with any changes to this Agreement, Licensee’s sole remedy is to discontinue its use of all Sample SDK Code. Licensee’s continued use of any Sample SDK Code after a change has been posted constitutes Licensee’s acceptance of the change thereafter.
	•	Access to Sample SDK Code; License; Proprietary Rights; Restrictions.  
	•	Access to Sample SDK Code.  During the term of this Agreement, Matterport will make available to Licensee, by download or in another manner determined by Matterport, a copy of certain samples of code that Matterport built using the Matterport SDK to demonstrate the capabilities of the Matterport SDK (“Sample SDK Code”).  The Sample SDK Code is owned by Matterport, and is selected by Matterport in its sole discretion.  Matterport will have no obligation to provide Sample SDK Code on an ongoing basis or to provide specific Sample SDK Code requested by Licensee.
	•	License to Sample SDK Code.  Subject to the terms and conditions of this Agreement, Matterport hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term of this Agreement to store a copy of the Sample SDK Code on Licensee’s servers and use and reproduce such Sample SDK Code solely for Licensee’s internal evaluation purposes.  Matterport has no obligation to provide any development support to Licensee under this Agreement. 
	•	Proprietary Rights.  Matterport owns all right, title and interest (including all associated intellectual property rights) in and to:  (a) all Sample SDK Code provided by Matterport; (b) all technology, software, websites, products and services of Matterport; (c) any trademarks, service marks and logos of Matterport included in the Sample SDK Code; and (d) any and all look and feel, improvements, updates, modifications, translations, copies, compilations and derivative works related to any of the foregoing.  All rights in the foregoing not expressly granted to Licensee are reserved by Matterport and Matterport’s licensors, and Licensee shall make no use of the foregoing except as expressly provided herein.
	•	Restrictions.  Except as otherwise specifically agreed by Matterport in writing (email sufficient), Licensee shall not transfer, distribute, license or otherwise make available any Sample SDK Code (or technology, content or data derived from the Sample SDK Code) to any third party, including any of Licensee’s customers.  Upon any expiration or termination of this Agreement, unless the parties enter into a subsequent agreement providing otherwise, Licensee shall immediately cease all use of the Sample SDK Code, delete all copies of the Sample SDK Code (and any technology, content or data derived from the Sample SDK Code) in Licensee’s possession or under Licensee’s control and, upon written (email sufficient) request of Matterport, certify in writing that Licensee has complied with such deletion obligation.  Licensee shall not:  (i) disable or modify any hyperlinks contained in any Sample SDK Code; (ii) alter, remove or destroy any attribution, proprietary markings (e.g., copyright and trademark markings) or confidential legends placed upon or contained within the Sample SDK Code; or (iii) decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of any software underlying the Sample SDK Code.  Licensee agrees to maintain a data security program that is effective at preventing unauthorized access to or use of the Sample SDK Code. 
	•	Indemnification.  
Licensee, at Licensee’s own expense, will indemnify, defend and hold harmless Matterport, its corporate affiliates and their respective officers, directors, employees, representatives and agents (each a “Matterport Indemnitee”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising therefrom (each a “Claim”), brought by any third party against a Matterport Indemnitee to the extent that such Claim is based on, or arises out of:  (a) Licensee’s use of the Sample SDK Code; (b) a breach, or potential breach, of any of Licensee’s obligations under this Agreement; or (c) any alleged or actual fraud, gross negligence or willful misconduct of Licensee or Licensee’s subcontractors or agents.  In the event of a claim in respect of which a Matterport Indemnitee seeks indemnification from Licensee under this Section 3, the Matterport Indemnitee will promptly notify Licensee in writing of the claim, cooperate with Licensee in defending or settling the claim at Licensee’s expense, and allow Licensee to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that Licensee shall not settle any claim unless such settlement completely and forever releases the Matterport Indemnitee from all liability with respect to such claim or unless the Matterport Indemnitee consents to such settlement in writing.
	•	Term; Termination.  
	•	Term.  The term of this Agreement shall continue until either Party terminates this Agreement pursuant to Section 4.2.
	•	Termination.  Either party may terminate this Agreement for convenience at any time upon written notice to the other party. Sections 2.3, 2.4, 3, 4.2, 5, 6 and 7 shall survive any termination of this Agreement.
	•	Disclaimer.  
THE SAMPLE SDK CODE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED.  MATTERPORT DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SAMPLE SDK CODE.  MATTERPORT DOES NOT REPRESENT OR WARRANT THAT THE SAMPLE SDK CODE WILL MEET LICENSEE’S NEEDS OR REQUIREMENTS, THAT THE SAMPLE SDK CODE WILL BE ACCURATE OR RELIABLE, THAT USE OF THE SAMPLE SDK CODE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE SAMPLE SDK CODE WILL BE CORRECTED.  IN ADDITION, MATTERPORT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REGARDING:  (A) THE APPROPRIATENESS OF THE SAMPLE SDK CODE FOR USE OUTSIDE OF THE UNITED STATES; OR (B) THE QUANTITY OR TIMING OF SAMPLE SDK CODE PROVIDED TO LICENSEE.
	•	Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:  (a) IN NO EVENT WILL MATTERPORT, ITS AFFILIATES OR LICENSORS BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF MATTERPORT, ITS AFFILIATES OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
	•	Miscellaneous.  
Licensee shall comply with all applicable laws and regulations relating to Licensee’s use of the Sample SDK Code.  Neither party shall assign this Agreement without the prior written consent of the other party, which consent the other party shall not withhold unreasonably; provided, however, that either party shall have the right to assign this Agreement and the obligations hereunder to any company affiliate or to any successor of such party by way of merger, consolidation, reorganization or in connection with the acquisition of at least a majority of the business and assets of the assigning party relating to the Agreement.  Any attempt by either party to assign other than in accordance with this provision shall be null and void.  Unless otherwise specified herein, all any notices, invoices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by email, pre-paid, first class certified or registered mail, return receipt requested or by overnight courier, to the intended recipient thereof at such address of a party set out herein or otherwise provided by a party; provided, however, that, if any notice regarding breach or termination of this Agreement is given by email, the party giving notice shall use commercially reasonable efforts to provide a copy of such notice by pre-paid, first class certified or registered mail, return receipt requested, or by overnight courier.  The parties acknowledge that the relationship of the parties is that of independent contractors and that nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, master and servant, partners or joint venturers.  Except as provided in Section 1 of this Agreement, no amendment of any provision of this Agreement shall be effective unless set forth in a writing signed by a representative of Licensee and Matterport, and then only to the extent specifically set forth therein.  No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more instances shall be deemed a further or continuing waiver of the same or any other condition or provision.  This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules.  Any claims or litigation arising under this Agreement will be brought by the parties solely in state and federal courts located in Santa Clara County, California.  If any action at law or in equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reimbursement from the other party for its expenses and reasonable attorneys’ fees associated with the action, in addition to any other relief to which such prevailing party may be entitled.  This Agreement embodies the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all prior negotiations, discussions, agreements and understandings between the parties relating to the subject matter hereof and thereof.  If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect.  Neither party shall be liable to the other for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by any cause beyond such party’s reasonable control.  This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.