This Oculus Utilities Software Development Kit License Agreement (“License”) forms a legally binding contract between you and Facebook Technologies, LLC formerly known as Oculus VR, LLC (“Oculus”) and governs your use of the Oculus Utilities Software Development Kit (“Utilities SDK”). In order to obtain and use the Utilities SDK, you must first agree to the terms and conditions of this License. If you agree to the terms and conditions of this License, you may use the Utilities SDK. If you do not agree to the terms and conditions of this License, then you may not use the Utilities SDK.
PLEASE READ THIS LICENSE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS LICENSE CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY CLICKING ACCEPT OR USING, DOWNLOADING OR COPYING THE UTILITIES SDK, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.
By entering into this License with Oculus, you represent and warrant that you are not a person with whom Oculus is prohibited from transacting business under applicable law, nor are you a person who Oculus has previously denied access to or use of the Utilities SDK. If you will use the Utilities SDK on behalf of your employer or other company, organization, educational institution or any governmental agency, instrumentality or department (your “Entity”), you represent and warrant that you have full legal authority to bind your Entity to all of the terms and conditions of this License. If you do not have the requisite authority to so bind your Entity, you may not accept this License or use the Utilities SDK on behalf of your Entity.
3. UTILITIES SDK LICENSE
3.1. License. Subject to the terms and conditions of this License, Oculus hereby grants to you a limited, worldwide, freely revocable, non-exclusive, non-transferable, sublicensable, fully paid-up royalty-free license under Oculus’ copyright rights to:
(a) store, use, reproduce, and redistribute (subject to the restrictions below) the software contained in the Utilities SDK (including, but not limited to OVRPlugin binary files, models, and Utilities Code (as defined below)) solely to design, develop, test, and run your engines, tools, applications, content, games and demos (collectively and generally referred to as “Developer Content”) to be used in connection with any and all compatible software or hardware (including, without limitation and by way of example, with commercial headsets, mobile tablets or phones) made available by Oculus or any third parties;
(b) use, reproduce, modify, distribute, and create derivative works of the following named folders in the Utilities SDK: Prefabs, Resources, Scenes, Scripts, and Shader (collectively, “Utilities Code”) to internally design, develop and test Developer Content, and (ii) incorporate such Utilities Code and any such modifications, in whole or in part, into your Developer Content developed through your use of the Utilities SDK; and
(c) use any documentation made available by Oculus to you in connection with the Utilities SDK solely in connection with your exercise of the licenses and rights granted in this License.
3.2. License Restrictions. You may not use the Utilities SDK for any purpose not expressly permitted by this License. Without in any way limiting the foregoing restriction, except as expressly permitted in this License, you agree not to (or enable any third party to):
(a) modify or create any derivative works of the Utilities SDK other than the Utilities Code;
(b) work around any technical measures in the Utilities SDK, or use the Utilities SDK (alone or in conjunction with any device, program or service) in an attempt to circumvent any technical measures employed by or for Oculus or any third party to control access to, or any rights in, any content, file or other work;
(c) decompile, reverse engineer, disassemble, decipher, translate or otherwise attempt to derive or access any source code of the Utilities SDK or any part of the Utilities SDK (other than any component of the Utilities SDK that is made available by Oculus in source code form), or any other software or firmware provided to you by Oculus (except as and only to the extent the foregoing restriction is prohibited by applicable law);
(d) publish, rent, lease, lend, sell, sublicense, distribute, transfer, disclose or otherwise provide the Utilities SDK;
(e) remove, obscure or alter any proprietary notices on or in the Utilities SDK or any Oculus license terms, policies or terms of service or any links to or notices thereto;
(f) use the Utilities SDK in connection with the development or transmission of any malware, viruses, hacks, bots, Trojan horses or other harmful or malicious code;
(g) use the Utilities SDK (i) to infringe or violate any rights of Oculus, any of its affiliates or any third party or (ii) in any way that does not comply with all applicable laws (including, without limitation, all applicable export, import, privacy and data security laws);
(h) use the Utilities SDK in any way that interferes with, disrupts, damages or accesses in any manner not expressly authorized by Oculus, or accesses for any purpose not expressly authorized by Oculus, any services, networks, other properties, data or information of Oculus or any of its affiliates or any third party;
(i) use the Utilities SDK in any manner other than to enhance your Developer Content or the functionality thereof in accordance with Section 3.1;
(j) develop any Developer Content or other application or software that could (i) disable, hack or otherwise interfere with any authentication, content protection, digital signing, digital rights management, security or verification mechanisms or (ii) disable, override or otherwise interfere with any device, system or software, including any device, system or software intended to notify an end user that such end user’s personal information is being collected, transmitted, stored, maintained, processed or used;
(k) use the Utilities SDK to (i) defame, abuse, harass, stalk, bully or threaten any third party or (ii) promote or facilitate any prohibited or illegal activities;
(l) enable any functionality in your Developer Content that would generate excessive traffic over any network or servers of Oculus or any of its affiliates or any third party that would negatively impact the experience of any user of any product or service of Oculus or any of its affiliates (or of any third party made available through any network or service of Oculus or any of its affiliates), or otherwise interfere with, limit or restrict the operation of any servers or networks of Oculus or any of its affiliates;
(m) use or encourage the use of the Utilities SDK for any mission critical, life-saving or ultra-hazardous activities; or
(n) use or redistribute the Utilities SDK or any portion or component thereof in any manner that would cause the Utilities SDK or any portion or component thereof to become subject to the terms of any open source license.
3.3. Redistribution and Sublicense Restriction. Subject to the terms and conditions of this License, your license to redistribute and sublicense the Utilities SDK (or any portion thereof) is also expressly made subject to the following conditions:
(a) You may sublicense and redistribute the Utilities SDK to your end users in whole for no charge or as part of a for-charge piece of Developer Content; provided that you may only license, sublicense or redistribute the Utilities SDK: (a) in its entirety; (b) solely in compiled binary executable form; and (c) solely as incorporated into your Developer Content;
(b) You must include with all such redistributed or sublicensed Utilities SDK code the following copyright notice: “Copyright © Facebook Technologies, LLC and its affiliates. All rights reserved.”;
(c) You must give any other recipients of the Utilities SDK a copy of this License as such recipients, licensees or sublicensees may only use the Utilities SDK subject to the terms of this License and such recipient's, licensee's or sublicensee's agreement to and acceptance of this License with Oculus;
(d) Each sublicense you grant to your end users must be pursuant to a valid and enforceable license agreement that (i) includes an acknowledgement by such end user that the Utilities SDK is the proprietary property of Oculus or its licensors or contributors, (ii) ensures that neither Oculus nor any of its licensors or contributors has any obligations to such end user with respect to any the Utilities SDK and (iii) imposes obligations on such end user no less restrictive than your obligations under this License with respect to the use and protection of the Utilities SDK; and
(e) the Utilities SDK includes a "LICENSE" text file (the "License Notice"), and any Utilities SDK distribution that you distribute must include a copy of this License with the License Notice.
Notwithstanding the foregoing in this Section 3.3, you may grant to end users of your Developer Content a non-exclusive runtime sublicense to use the Utilities Code and any modifications of any Utilities Code incorporated into your Developer Content pursuant to and in accordance with this License: (a) solely in the form in which the Utilities Code is made available to you by Oculus; and (b) solely as incorporated into your Developer Content pursuant to and in accordance with this License (“Runtime Sublicense”). You agree to include a Runtime Sublicense with any of your Developer Content that incorporates any Utilities Code (or any modifications of any Utilities Code) that you provide, distribute or make available to any end user of such Developer Content. Each Runtime Sublicense you grant to an end user of your Developer Content must be granted pursuant to a valid and enforceable license agreement that: (i) includes an acknowledgement by such end user that the Utilities Code (and any modifications of any Utilities Code (other than modifications of the Utilities Code developed by you during the term of this License in accordance with Section 3.1 (“Developer Modified Utilities Code”)) is the proprietary property of Oculus or its licensors or contributors, (ii) ensures that neither Oculus nor any of its licensors or contributors has any obligations to such end user with respect to any Utilities Code (or any modifications of any Utilities Code) and (iii) imposes obligations on such end user no less restrictive than your obligations under this License with respect to the use and protection of the Utilities Code. If you incorporate any of the Utilities Code or Developer Modified Utilities Code into any of your Developer Content, you must include in or on all copies of such Developer Content a copy of this License and the following copyright notice (along with any other notices or license files that appear in or on the Utilities SDK): “Certain portions of the code are owned by Facebook Technologies, LLC. Copyright © Facebook Technologies, LLC. All rights reserved”.
3.4. Developer Content Rules, Restrictions and License.
(a) You agree that as a condition of this License you will design and distribute your Developer Content to ensure that your Developer Content and any software required to use your Developer Content does not, and you will not, alter or interfere with the normal operation, behavior or functionality of the compatible hardware or software of Oculus or any third party. Without limiting the foregoing, in the case of Oculus hardware or software, you will ensure that your Developer Content and any software required to use your Developer Content does not alter or interfere with: (i) the behavior of the "Oculus button" and "XBox button" implemented by the Oculus system software; (ii) any on-screen messages or information; (iii) the behavior of the proximity sensor in the Oculus hardware implemented by the Oculus system software; (iv) any Oculus hardware or software security features; (v) end user's settings; or (vi) the Oculus Flash Screen Warnings. You also agree not to (i) commit any act, or enable, assist or instruct any third party to commit any act, intended to interfere with the normal operation of any compatible hardware or software of Oculus or any third party or (ii) provide any software to any users or developers that would induce breach of any Oculus’s or other software or hardware providers’ agreements or that contains any malware, viruses, hacks, bots, Trojan horses or other harmful or malicious code. You also agree that your Developer Content will not violate the Oculus Content Guidelines (available at https://developer.oculus.com/distribute/latest/concepts/publish-content-guidelines/).
(b) Oculus may suspend operation of or remove any Developer Content that does not comply with the restrictions in this License.
(c) You agree that Oculus may grant its employees and internal contractors the right to use, perform and display the Developer Content you provide to Oculus for user research, testing, evaluation and approval purposes, which shall be on a royalty-free basis.
4. OCULUS PLATFORM SERVICES
4.1. Definitions. For the purposes of this Section 4:
(a) "Application Services" means services provided by Oculus associated with the Platform, including but not limited to in-app purchasing, multiplayer matchmaking, friends, leader boards, achievements, rooms, voice over IP and cloud saves, which list may be changed from time to time in Oculus' sole discretion.
(b) "Oculus Platform Framework" means the suite of Oculus platform services, including but not limited to the Oculus file distribution and update system (enabling distribution and updates of Developer Content by Oculus, including through generated activation Keys), entitlement system, and account authentication, which list may be changed from time to time in Oculus' sole discretion.
(c) "Platform" means the Oculus virtual reality platform, including but not limited to the user experience, user interface, store, and social features, usable on Oculus approved hardware or any third-party device or operating system, including but not limited to iOS, Android, Windows, OS X, Linux, and Windows Mobile.
(d) "Platform Services" means the Oculus Platform Framework and the Application Services.
4.2. Oculus Platform Services. Oculus makes certain Platform Services available to you to include and enable in your Developer Content. Developer Content that enables or includes any Platform Service must implement the Oculus Platform Framework with that Developer Content. Once your Developer Content has been authorized for use of the Platform Services, you are not required to update your Developer Content to include new Platform Services Oculus may make available as part of the Oculus Platform Framework.
4.3. Key Provision and Redemption. If you request that Oculus generate activation keys for your Developer Content on the Platform ("Keys") and Oculus agrees, you hereby grant Oculus (i) the right to generate Keys for you and (ii) a license to make available, reproduce, distribute, perform, and display the Developer Content to end users who have submitted a Key to Oculus. Oculus agrees to authenticate and make Developer Content available to any end user supplying a valid Key (unless the Developer Content has been removed or withdrawn).
4.4. Limited Authorization. You hereby grant Oculus the limited authorization reasonably necessary for Oculus's exercise of its rights and performance of its obligations under this Section 4. You agree that Oculus may use its contractors and affiliates for the purposes of exercising its rights and licenses set forth in this Section 4.
4.5. Platform Services Requirements. You will not make any use of any API, software, code or other item or information supplied by Oculus in connection with the Platform Services other than to enhance the functionality of your Developer Content. You may not sublicense any software, firmware or other item or information supplied by Oculus in connection with the Platform Service for use by a third party, unless expressly authorized by Oculus to do so.
5. INTELLECTUAL PROPERTY RIGHTS
(a) Oculus. As between you and Oculus, Oculus retains all rights (including all intellectual property rights), title and interest (subject to the license granted to you in Section 3.1 during the term of this License) in and to the Utilities SDK and any derivatives or modifications of the Utilities SDK, including all source code and object code of any of the foregoing (other than any Developer Modified Utilities Code). Oculus reserves all rights not expressly granted to you under this License.
(b) Developer. For the sake of clarification, when you use the Utilities SDK in or with Developer Content, you retain all rights to: (i) your Developer Content, and (ii) Developer Modified Utilities Code; provided however, Oculus retains all rights to the Utilities SDK (including without limitation, any and all software contained therein), including those that may be incorporated into your Developer Content. Except as otherwise provided herein, you have no obligations to share or license Developer Content (including your source and object code) or any of your Developer Modified Utilities Code to Oculus or any third parties;
5.2. Additional Content. Oculus may include additional content in the Utilities SDK for demonstration, references or other purposes. Such content will be clearly marked in the Utilities SDK and is subject to any terms and conditions included with such content.
5.3. Publicity; Use of Trademarks. This License does not grant you or any third-party permission to use any of the trade names, trademarks, service marks, logos or product names of Oculus, except as required for reasonable and customary use in describing the origin of the Utilities SDK or reproducing the copyright or other notice required pursuant to Section 3.3. Neither the name of Oculus nor the name of any contributor, licensor, employee or contractor of Oculus may be used to endorse or promote any Developer Content or any other products, content or materials developed using the Utilities SDK without specific prior written permission of Oculus.
5.4. Feedback. You may, but are not obligated to, provide Oculus with comments or other feedback, suggestions or recommended improvements regarding the Utilities SDK or any other Oculus products or services (collectively, “Feedback”). You hereby grant Oculus a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers of sublicenses) license to use, disclose, reproduce, modify, create derivatives of, license, distribute, provide and exploit any Feedback for any purpose whatsoever, without any obligation, limitation or restriction of any kind.
6. THIRD PARTY SOFTWARE OR MATERIALS
Your use of any third-party software (including any open source software) or materials included in the Utilities SDK may be subject to other terms and conditions typically found in separate third-party license agreements or "READ ME" files included with such third-party software or materials. To the extent any of such other terms and conditions conflict with any of the terms and conditions of this License, such other terms and conditions applicable to such third-party software or materials will control solely with respect to such third-party software or materials (but to no other portion or component of the Utilities SDK).
You agree to defend, indemnify and hold harmless Oculus and its subsidiaries, agents, contributors, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising from or relating to (a) your exercise of any of the licenses or rights granted to you under this License, (b) your use and access of the Utilities SDK and/or the Platform Services, (c) any Developer Content, (d) any negligence or misconduct by you or any of your employees, agents, vendors or contractors, (e) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights, (f) your violation of any applicable law, rule or regulation, or (g) your breach of any provision of this License.
8. NO WARRANTIES
THE UTILITIES SDK, ANY PORTION OR COMPONENT OF THE UTILITIES SDK (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES AND ALL DOCUMENTATION OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ALL EXPRESS OR IMPLIED WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, QUIET POSSESSION OR TITLE; AND (B) ANY WARRANTIES THAT THE UTILITIES SDK, ANY PORTION OR COMPONENT OF THE UTILITIES SDK, THE PLATFORM SERVICES OR ANY DOCUMENTATION OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS (I) WILL MEET ANY OF YOUR REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, YOUR REQUIREMENTS RELATING TO ANY DESIGN OR PERFORMANCE), (II) WILL BE UNINTERRUPTED OR ERROR-FREE, (III) ARE FREE OF ANY MALWARE, VIRUSES, HACKS, BOTS, TROJAN HORSES AND OTHER HARMFUL OR MALICIOUS CODE; AND (D) ARE FUNCTIONAL ON ANY HARDWARE OR IN ANY ENVIRONMENT.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS LICENSE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS LICENSE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9. LIMITATION OF LIABILITY
TO THE FULLEST EXTEST PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL OCULUS OR ANY OF ITS LICENSORS OR CONTRIBUTORS BE LIABLE TO YOU OR ANY END USER OR OTHER THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS LICENSE (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY OF THE LICENSES OR OTHER RIGHTS GRANTED BY OCULUS UNDER THIS LICENSE) OR ARISING IN ANY WAY OUT OF THE UTILITIES SDK OR ANY PORTION OR COMPONENT OF THE UTILITIES SDK (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE OVRPLUGIN BINARY FILES, MODELS, AND UTILITIES CODE), THE PLATFORM SERVICES, ALL DOCUMENTATION OR OTHER INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY OR FOR OCULUS OR ANY OF YOUR USE OF THE FOREGOING FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION: DAMAGE TO BUSINESS REPTUATION; PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, PROFITS, BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (LEGAL, EQUITABLE OR OTHERWISE), WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (WHETHER NEGLIGENCE OR OTHERWISE), WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER YOU HAVE BEEN OR OCULUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
YOU ACKNOWLEDGE AND AGREE THAT YOUR REMEDIES UNDER THIS LICENSE ARE LIMITED SOLELY TO THE RIGHT TO COLLECT MONEY DAMAGES, IF ANY, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF. THE CUMULATIVE, AGGREGATE LIABILITY OF OCULUS AND ITS AFFILIATES, LICENSORS AND CONTRIBUTORS UNDER THIS LICENSE WILL BE LIMITED TO ONE HUNDRED US DOLLARS (US $100). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS LICENSE WILL NOT ENLARGE OR EXTEND THE FOREGOING MONETARY CAP ON DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS LICENSE GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS LICENSE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. LICENSE TERM
10.1. Term and Termination. The term of this License will commence on the date on which you click accept or use, download or copy the Utilities SDK or any portion or component thereof and will continue until terminated as set forth in this License. This License and all your rights under this License shall automatically and immediately terminate in the event you breach any provision of this License (including, without limitation, your failure to provide required notices as set forth in Section 3.3 or your failure to observe any of the restrictions set forth in Sections 3.2, 3.3 or 3.4) or for any of the following reasons:
(a) Any of the following infringes or violates any intellectual property rights of any third party or violates any applicable law: (i) your exercise of any of the licenses or rights granted under this License; and/or (ii) your Developer Content or any use or exploitation of any such Developer Content;
(b) Your Developer Content violates applicable law;
(c) Any health or safety issues associated with your Developer Content;
(d) Failure to comply with or use properly the Oculus Flash Screen Warnings;
(e) To the extent applicable, any failure to comply with or properly use the Oculus help and safety warnings;
(f) Failure to provide required notices as set forth above; and
(g) Failure to observe the restrictions in Section 3.2.
10.2. Effect of Termination; Survival. If this License is terminated for any reason, (a) all licenses and rights granted under this License will immediately terminate; (b) you must immediately cease using the Utilities SDK, all portions and components of the Utilities SDK, all documentation made available by Oculus to you in connection with the Utilities SDK; and (c) using, distributing, providing, making available and exploiting any Developer Content that incorporates any Utilities Code, any modifications of any Utilities Code (other than any Developer Modified Utilities Code), or any other portion or component of the Utilities SDK. Notwithstanding any termination of this License, the following provisions shall survive indefinitely: Sections 1, 2, 3.2, 3.3, 3.4, 4.1, 4.4, 4.5, 5, 6, 7, 8, 9, 10.2, 11, and 12.
11. GOVERNING LAW; ARBITRATION; CLASS ACTION/JURY TRIAL WAIVER
11.1. Governing Law; Alternative Dispute Resolution. This License shall be governed by the laws of the State of California, without giving effect to conflict of laws provisions or principles thereof. The parties agree that, except as provided below, all disputes relating to this License shall be resolved by binding non-appearance-based arbitration before a single neutral arbitrator in San Mateo, California. The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with at least fifteen (15) years’ experience in consumer and technology transactions and who is also a member of the JAMS roster of arbitrators. If you and Oculus cannot agree on a mutually acceptable arbitrator within thirty (30) days after the arbitration is initiated, then JAMS will pick a neutral arbitrator who meets such qualifications. The arbitration shall be conducted in accordance with the rules and procedures of JAMS then in effect, and the judgment of the arbitrator shall be final and capable of entry in any court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. You and Oculus agree the following may be submitted to a court of competent jurisdiction located within San Francisco, California and further agree to submit to the personal jurisdiction of the courts located within San Francisco, California in connection with (a) any entrance of an arbitrator's judgment or decision, (b) any dispute with respect to the arbitration process or procedure, (c) Oculus’ exercise of any of its equitable rights or remedies or (d) any claims regarding the ownership, validity, enforceability and/or infringement of any intellectual property rights.
11.2. Class Action/Jury Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE UTILITIES SDK FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS LICENSE, YOU AND OCULUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
11.3. License Suspension. If you file a suit or initiate a proceeding with or before a governmental authority in which you challenge Oculus’ ownership of any intellectual property rights related to the Utilities SDK or the validity or enforceability of any such intellectual property rights (a “Claim”), the licenses granted to you under this License shall automatically and immediately (upon the filing of such suit or proceeding) be suspended. Such suspension will continue until all such Claims asserted by you are dismissed, withdrawn or are finally settled and no longer pending, as applicable, in which case, such licenses will be automatically reinstated; provided, however, that such reinstatement will not release you from any liabilities, or remedies therefor, that arise during the period of such suspension.
12. OTHER PROVISIONSb>
12.1. Changes to the SDK. Oculus may discontinue or change functionality of the Utilities SDK at any time, and your continued use of the Utilities SDK or use of any modified or additional Utilities SDL is conditioned upon your adherence to the terms of this License, as modified by Oculus from time to time in accordance with Section 12.2.
12.2. Updates to License. Oculus may revise and update this License at any time by posting the amended terms and conditions of this License (“Updated License Terms”) to: https://developer.oculus.com/licenses/. Your continued use of the Utilities SDK or any portion or component of the Utilities SDK constitutes your acceptance of the Updated License Terms. If there are Updated License Terms for any future release of the Utilities SDK, you: (a) agree to comply with all terms and conditions of such Updated License Terms for such future Utilities SDK release and (b) acknowledge and agree that such Updated License Terms will apply to all Developer Content that may be developed using or incorporating such future Utilities SDK or any portion or component of the Utilities SDK (for example, without limitation, you cannot avoid complying with the terms and conditions of such Updated License Terms by developing any Developer Content using or incorporating any release of the Utilities SDK that precedes such future Utilities SDK or under any version of this License that precedes such Updated License Terms).
12.3. Export Law Compliance. You will comply, and will not cause Oculus to not comply (by for example, providing Developer Content to Oculus under this Agreement for which required export clearances have not been obtained), with all applicable export control laws of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations.
12.4. Confidentiality. You agree that (a) the Utilities SDK and all documentation or other information or materials provided or made available by or for Oculus are Oculus’ confidential information and (b) you will not use, disclose or make available any of such Oculus confidential information to any third party except as expressly permitted under, and in accordance with, the terms and conditions of this License.
12.5. Relationship of the Parties. The parties hereto are independent contractors. Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind such other party to any contract, agreement or undertaking with any third party. Nothing in this License shall be construed to create a partnership, joint venture, employment or agency relationship.
12.6. Assignment. You may not assign this License or any licenses or rights granted under this License or delegate any obligations under this License, in each case, without the advance written consent of Oculus, which may be withheld in its sole discretion. Any attempted assignment by you without such advance written consent of Oculus will be null and void. Oculus may assign this License or any licenses or rights granted under this License or delegate any obligations under this License in its sole discretion, in each case, without your consent or any notice to you. This License shall be binding on, inure to the benefit of, and be enforceable by the parties and their respective heirs, successors and permitted assigns.
12.7. Severability. In the event that any provision of this License is held to be null, void, invalid or unenforceable by a court, other governmental body or arbitration tribunal, in each case of competent jurisdiction, you and Oculus agree (a) such provision will be modified to the extent necessary to allow it to be valid and enforceable to the extent permitted by applicable law, provided that such modification reflects as nearly as possible the intentions of the parties when entering into this License and (b) the remaining provisions of this License shall remain in full force and effect.
12.8. Headings. The section headings contained in this License are for reference purposes only and shall not affect in any way the meaning or interpretation of this License.
12.9. No Waiver. Failure of either party at any time to exercise or enforce any legal right or remedy under this License will not be construed as a waiver of such provisions or in any way affect the validity of this License or any portion of this License. No waiver of any provision of this License shall be of any force or effect unless set forth in a writing signed by an authorized representative of each party.
12.10. Entire Agreement. This License constitutes the entire agreement between you and Oculus regarding your use of the Utilities SDK and supersedes and replaces any prior or contemporaneous agreements, understandings, negotiations and discussions between you and Oculus regarding your access and use of the Utilities SDK.