Ultraleap Inc.: Specialized Application Licence Terms and Conditions

BACKGROUND

A. Ultraleap has developed the Ultraleap Software that works with an Ultraleap Device to create a 3-D interaction space to precisely interact with and control software through non-touch gesturing.

B. Ultraleap offers its software development kit to developers under the SDK Agreement that provides, among other things, that Specialized Applications are not licensed for distribution by Ultraleap under the SDK Agreement.

C. Company has developed the Company Distributable that is a Specialized Application under the SDK Agreement, and Company wishes to distribute, and Ultraleap wishes to license, the Company Distributables for distribution and/or multi-user use.

D. Company may wish to purchase Ultraleap Devices from Ultraleap for use in connection with the Company Distributables.  

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Ultraleap and Company hereby agree as follows:

1. Definitions

Whenever capitalized in these terms and conditions:

1.1. Agreement” means the Specialized Application License Agreement between Ultraleap and the Company and these terms and conditions.

1.2. Company Distributable” means the application and/or device set out in the Specialized Application License Agreement.

1.3. Confidential Information” means this Agreement and its terms, schedules and attachments, and all other technical, business, product, marketing and financial information, plans and data provided orally, in writing, or by inspection of tangible objects provided or disclosed under or pursuant to this Agreement. Confidential Information does not include information that (i) has become generally publicly known without any improper action or inaction; (ii) was in the rightful possession of the recipient without any obligation of confidentiality; (iii) was rightfully disclosed by a third party without restriction on disclosure; (iv) is independently developed by the receiving party; or (v) is disclosed if required by law or court order (but only to the extent of such disclosure), provided that the recipient will make reasonable efforts to give the disclosing party prior notice of the law or court order and cooperate with any attempts to obtain a protective order or similar treatment.

1.4. End User” means an end user of Company Distributable.

1.5. Fee” means the fees set out on the Specialized Application License Agreement.

1.6. SDK” has the meaning given that term in the SDK Agreement.

1.7. SDK Agreement” means the agreement under which Ultraleap makes its SDK available to developers, available on the Ultraleap developer website at https://developer.leapmotion.com/sdk_agreement (or such other location as Ultraleap may notify to Company from time to time) the most current version of which is dated 28 May 2019 together with subsequent amendments to the SDK Agreement by Ultraleap made available generally to its developers.

1.8. Specialised Application” has that meaning given that term in the SDK Agreement.

1.9. Specialised Application Licence Agreement” means Ultraleap Specialized Application License Agreement between Ultraleap and the Company as of the Effective Date, together with any amendments, supplements or replacements thereto.

1.10. Ultraleap Device” means an Ultraleap peripheral device (or Ultraleap-authorized embedded optical module) that obtains images and passes them to the Ultraleap Software.

1.11. Ultraleap EULA” means the standard End User Software License Agreement available at https://developer.leapmotion.com/end-user-license-agreement (or such other location as Ultraleap may notify Company from time to time), together with subsequent amendments to such agreement by Ultraleap made available generally to its users.

1.12. Ultraleap Redistributables” has the meaning given the term “Leap Motion Redistributables” in the SDK Agreement.

1.13.Ultraleap Software” means version 4 of the Ultraleap core services application and related applications that interact with an Ultraleap Device and an operating system to make motion control functionality available to other applications and software through an interface, and includes any Updates thereto.

1.14. Ultraleap Technology” means the Ultraleap Device, Ultraleap Software, Ultraleap Redistributable and any other technology provided by Ultraleap from time to time.

1.15. Unit” has the meaning given it in Section 2.

1.16. Updates” means changes to the Ultraleap Software produced from time to time by Ultraleap to keep a released version of the Ultraleap Software current as to functionality, or to correct any errors, install patches, fix bugs, or perform similar enhancements, and generally indicated by a change in the digit to the right of the decimal point (e.g. a change from version x.x to version x.y) or other similar indicia, with any corrections and updates to associated documentation.

1.17.Upgrade” means an Ultraleap Software release containing new enhancements, features or functionality which is generally indicated by a change in the digit to the left of the first decimal point (e.g. a change from version x.x. to y.x) or other similar indicia, with associated documentation.

Other capitalized terms used in the Agreement have the meaning given to them elsewhere in the Agreement.

2. Purchase / License of Units

2.1. Purchases of Ultraleap Devices; Meaning of Unit. Company shall purchase the Ultraleap Devices directly from Ultraleap. A reference to “Unit” below refers to one Ultraleap Device and one copy of the Ultraleap Software.

2.2. Purchase/License. Company agrees to purchase and license that minimum number of Units set out in the Specialized Application License Agreement (if any). The Fee for each Unit as well as any Units ordered pursuant to Section 2.3 is set out in the Specialized Application License Agreement. Pricing will be in effect for the Initial Term.

2.3. Ordering of Ultraleap Devices. Company may initiate purchases of Ultraleap Devices under this Agreement only by submitting electronic or written purchase orders to Ultraleap.  No purchase order will be binding until accepted by Ultraleap electronically or in writing, and such acceptance is only in accordance with the terms of this Agreement and any applicable Ultraleap programs. Such acceptance may be evidenced by Ultraleap’s shipment of the order, in whole or in part. No terms or conditions found on Company’s purchase order will be binding on Ultraleap. No partial shipment of an order will constitute the acceptance of the entire order, absent the written acceptance of the entire order. Company may not cancel or reschedule the delivery date for Units under orders accepted by Ultraleap without Ultraleap’s prior written approval.

2.4. Delivery Terms. Unless otherwise set out in the Specialized Application License Agreement or agreed in writing between the parties, all Ultraleap Devices ordered by Company from Ultraleap will be delivered Ex Works (Incoterms 2020) from Ultraleap’s premises. The risk in the Ultraleap Devices shall pass to the Company on delivery. Title to the Ultraleap Devices shall not pass to the Company until Ultraleap receives payment in full for the Ultraleap Devices. Ultraleap shall be entitled to retain a purchase money lien on the Ultraleap Devices until Ultraleap receives payment in full for the Ultraleap Devices.  Until title to the Ultraleap Devices has passed to the Customer, the Customer shall safely store the Ultraleap Devices separately in their original packaging and keep them insured at full value against all risks. Delivery of the Ultraleap Software will be via download from Ultraleap servers on configuration by Company or its End Users of the Ultraleap Device.

2.5. Payment. Payment will be made in accordance with the Specialized Application License Agreement, without any withholding.  If Company fails to make any payment due under the Agreement by the due date for payment, then Company shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Company shall pay the interest together with the overdue amount.

2.6. Taxes. Prices are exclusive of sales and use tax, VAT, GST and other similar taxes.  Such taxes, if applicable, will be added separately to Ultraleap’s invoice, and Company will remit such taxes to Ultraleap.

3. License and Restrictions

3.1. License. To the extent permitted by and subject to any conditions in the Specialized Application License Agreement, and further conditioned upon compliance with the terms and conditions of this Agreement, and in consideration of Company’s payment of all Fees, Ultraleap hereby grants Company a limited, non-exclusive, personal, royalty-bearing license under Ultraleap’s applicable intellectual property rights to the extent necessary to:  (a) copy and distribute (or have copied and distributed), the Ultraleap Redistributables solely as compiled with, incorporated into, or packaged with, the Company Distributables; (b) to make (but not have made), use, sell, offer for sale and import the Company Distributables; and (c) to install on a single computer one copy of the Ultraleap Software for each Unit purchased or licensed by Company solely for use in connection with a unit of the Company Distributables. Company may transfer the Ultraleap Software only to its End Users solely in connection with a transfer of Units purchased or licensed by Company to its End Users.

3.2. Updates. The license granted in Section 3.1. includes a license to any Updates that Ultraleap may, in its sole discretion, make available to Company and its End Users. Company acknowledges and agrees that Updates to the Ultraleap Software may impact the functionality of the Company Distributables, including the ability of the Company Distributables to interact with the Ultraleap Software. Company will be solely responsible for the functionality of the Company Distributables, and solely responsible for disabling any auto-update functionality in the Ultraleap Software.

3.3. Restrictions. The licenses granted to Company in Section 3.1 are subject to the following restrictions, as well as others listed in the SDK Agreement:

3.3.1. except as specifically permitted in Section 3.1. Company may not, and may not enable others to, sell, re-distribute, rent, lease or sublicense the Ultraleap Software. Company may not make the Ultraleap Software available over a network where it could be used by multiple computers at the same time, or accessed remotely in a virtual operating system environment, or otherwise.

3.3.2. Company may not, directly or indirectly, publish, post or otherwise make available the Ultraleap Redistributables other than as compiled with, incorporated into, or packaged with, the Company Distributables.

3.3.3. Company may not reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, techniques, or algorithms in the Ultraleap Software or SDK or attempt to read the FPGA code embedded in Ultraleap Devices (except as and only to the extent any foregoing restriction is prohibited by applicable law or permitted by applicable law or license notwithstanding the foregoing restriction).

3.3.4. Company may not remove, obscure, or alter any proprietary rights or confidentiality notices within the Ultraleap Software or any documentation or other materials in it or supplied with it.

3.3.5. Company may not represent Ultraleap Software as Company technology or that of third parties.

3.4. Application of SDK Agreement. Except as modified by the license for the Company Distributables in Section 31. and this Section, all terms and conditions of the SDK Agreement will apply to the Company Distributables and to Company, including but not limited to the prohibition on High Risk Uses (as defined in the SDK Agreement). In the event of a conflict between the terms of the SDK Agreement and this Agreement, the terms of this Agreement will govern. 

3.5. Acknowledgment and Waiver. Company agrees that it is solely responsible for the Company Distributables and ensuring that they are safe and free of defects in design and operation. Company acknowledges that the Ultraleap Device, the Ultraleap Software, and the Ultraleap Redistributables may not always function as intended. Company must design the Company Distributables so that any failure of an Ultraleap Device, the Ultraleap Software, an Ultraleap Redistributable and/or other Ultraleap technology used by Company does not cause personal injury or death, property damage, or other losses. If Company chooses to distribute the Company Distributables, (i) Company assumes all risk that use of the Ultraleap Device, the Ultraleap Software, an Ultraleap Redistributable and/or other Ultraleap technology used by Company or by any others causes any harm or loss, including to the End Users of the Company Distributables or to third parties, (ii) Company hereby waives, on behalf of itself and its affiliates, subsidiaries, officers, directors, employees and contractors, all claims against Ultraleap and its affiliates related to such use, harm or loss (including, but not limited to, any claim that an Ultraleap Device, the Ultraleap Software, an Ultraleap Redistributable or such other Ultraleap technology is defective), and (iii) Company agrees to defend, indemnify and hold Ultraleap and its affiliates harmless from such claims and any claims of Company’s End Users or other third parties.

3.6. Compliance with Laws. Company is entirely responsible for ensuring that the development, manufacturing and commercialization of the Company Distributables is in accordance with applicable laws.  Without limiting the generality of the foregoing, if the Company Distributables are used in the medical field, Company will be solely responsible for compliance with all applicable laws and regulations related to the development, marketing, commercialization and use of medical or therapeutic technologies.

3.7. Software Licensed, Not Sold. Notwithstanding the use of terms such as “purchase” and “sale” in this Agreement, copies of the Ultraleap Software are licensed, not sold, and “purchase” and “sale” when used in relation to the Ultraleap Software refers to the purchase and sale of a license to use the Ultraleap Software, as set forth in this Agreement.

3.8. Upgrades. Company’s license does not include a license to any Upgrades or to any additional functionality beyond hand tracking that Ultraleap may develop or offer for license, including but not limited to, body tracking, positional tracking, object tracking or other functionality. 

4. Multi-User License. 

To the extent permitted by and subject to any conditions in the Specialized Application License Agreement and further conditioned upon compliance with the terms and conditions of this Agreement and the SDK Agreement, Ultraleap hereby grants to Company a limited non-exclusive license, with the right to grant sub-license to Company’s distributors, resellers and End Users, to use the Ultraleap Software in a multi-user environment solely in connection with the Company Distributables.  All other terms of the EULA will apply to the Company, Company’s distributors, resellers and End Users, except that in the event of a conflict between the terms of the EULA and this Agreement, the terms of this Agreement will govern.

5. Trademark Licence; Marketing

5.1. Trademark License. Conditioned upon compliance with the terms and conditions of this Agreement, and in consideration of Company’s payment of all Fees, Ultraleap hereby grants Company a limited, non-exclusive, personal, license to reproduce and use Ultraleap trademarks solely to mark the Company Distributables, related collateral, and to promote and market the Company Distributables, solely in accordance with the Ultraleap trademark guidelines that Ultraleap may provide Company from time to time. Such license includes the right of Company to sublicence distributors, resellers, and other third parties to achieve the foregoing. Company will, on request of Ultraleap, submit any uses of Ultraleap marks by Company or its sub-licensees to Ultraleap for review to determine if such uses are in accordance with Ultraleap trademark guidelines. If the uses are not in accordance with the guidelines, Company will promptly correct the misuses. Company acknowledges and agrees that all uses of the Ultraleap marks will inure to the benefit of Ultraleap. 

5.2. Marketing. Company and Ultraleap agree to the following marketing efforts:

5.2.1. For so long as Ultraleap Technology is included with the Company Distributables, Company will specifically identify on the packaging of the Company Distributables, the loading screen and start-up messages for the Company Distributables and list on its website and marketing collateral, as prominently as other listed features and functionality, that Ultraleap Technology is included with the Company Distributables, in accordance with such guidelines and conditions as Ultraleap may reasonably require. Where requested by Ultraleap, Company will apply a sticker including Ultraleap’s logo to each Company Distributable which includes Ultraleap Technology. All references to Ultraleap or Ultraleap Technology will be subject to Ultraleap’s prior approval, which will not be unreasonably withheld.

5.2.2. Company will include a hyperlink to the Ultraleap website in the first and most prominent mention of Ultraleap or Leap Motion on the Company website.

5.2.3. Ultraleap may at its option mention Company and its products using Ultraleap technology in Ultraleap’s press releases, press briefings, social media accounts, and/or website, and may use Company trademarks for such purpose. 

6. EULA

Company must either require End Users to affirmatively agree to the Ultraleap EULA, as modified by the license in Section 3.1, or require its End Users to affirmatively agree to Company’s own end user license agreement that protects Ultraleap at least as much as the Ultraleap EULA.

7. Support

Ultraleap and its parents, subsidiaries or affiliates and suppliers will not be required to provide any support to Company or its End Users under this Agreement.  Ultraleap and its parents, subsidiaries or affiliates and suppliers have no obligation to modify, or provide any support to assist with modifications of the Ultraleap Software for use with the Company Distributables. Company is solely responsible for the support of its own customers for the Units.  Company will be solely responsible for, and Ultraleap and its parents, subsidiaries or affiliates and suppliers will have no obligation to honor, any warranties that Company or any of its distributors or resellers provides to End Users with respect to the Ultraleap Software, the Ultraleap Device or the Company Distributables.

8. Company Reporting Obligations

Company will provide Ultraleap a rolling six (6) month forecast for Units within 10 days after the end of each calendar month.  Ultraleap may provide a standardized template for the reports specified in this provision. Subject to anything to the contrary set out in the Specialized Application License Agreement, forecasts are for planning purposes only and are not a commitment by Company to buy or license or by Ultraleap to sell or license.

9. Audit Rights

During the term of the Agreement and for three years thereafter, not more than once per 12-month period during normal business hours and upon reasonable notice, Ultraleap will have the right to, or to have an independent auditor, perform an audit of Company’s business records and/or physical inventory related to the performance of its obligations under this Agreement.  Ultraleap will pay the cost of the audit, unless the audit reveals that Company is materially in non-compliance with the terms of this Agreement, in which case Ultraleap may, in addition to any other remedy set forth hereunder, require Company to: (a) promptly refund or credit to Ultraleap all amounts owing to Ultraleap that were revealed by such audit; and (b) reimburse Ultraleap for the reasonable costs of the audit (including without limitation attorneys’ fees in connection therewith).  For purposes of this section, “materially in non-compliance” will include without limitation a discrepancy of more than five percent (5%) of the amounts that should have been paid by Company to Ultraleap during the period covered by the audit as indicated by Ultraleap.  Any audit pursuant to this Section will not unreasonably interfere with Company’s business or operations.

10. Warranty Disclaimer

10.1. THE ULTRALEAP TECHNOLOGY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  ULTRALEAP, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY DISCLAIMS ALL REPRESENTATIONS, PROMISES, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ULTRALEAP TECHNOLOGY, INCLUDING THEIR CONDITION, AVAILABILITY, OR THE EXISTENCE OF ANY LATENT DEFECTS. ULTRALEAP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SUITABILITY, AND FITNESS FOR ANY PURPOSE.  ULTRALEAP DOES NOT WARRANT THAT THE ULTRALEAP TECHNOLOGY WILL BE ERROR-FREE OR THAT THEY WILL WORK WITHOUT INTERRUPTION.

11. Confidentiality

11.1. Confidentiality Obligations. Company (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by Ultraleap (disclosing party). The receiving party shall only disclose such confidential information to those of its affiliates, employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Agreement.  The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

11.2. This clause 11 shall survive the termination of the Agreement for a period of 3 years.

11.3. Other Publicity. Company may not issue any press releases or other public communications that refer to Ultraleap without Ultraleap’s prior written consent.

12. Company's Obligations and Warranties

In addition to Company’s other obligations under this Agreement, Company warrants and agrees that:

12.1. Company has the right and authority to enter into this Agreement on its own behalf and that of its authorized users and this Agreement, when executed, shall constitute legal, valid and binding obligations of the Company and shall be enforceable against the Company in accordance with its terms; and

12.2. the Company Distributables will be in compliance with all applicable laws and regulations and all U.K., U.S. and local or foreign export and re-export restrictions applicable to the technology and documentation provided under this Agreement (including privacy and data security laws and regulations).

13. Term and Termination

13.1. Term. This Agreement begins as of the Effective Date and continues for the Initial Term (as set out in the Specialized Application License Agreement) with automatic renewals for successive one (1) year periods unless either party provides notice of non-renewal at least three (3) months prior to the expiration of the Initial Term, or any renewal term, or, in the case of the Initial Term or any renewal term, unless earlier terminated as set out in Section 13.2, Section 13.3, or Section 13.4 below. The Initial Term together with any renewal terms are the “Term”.

13.2. Termination by Company. Company may terminate this Agreement after the Initial Term by giving not less than thirty (30) days’ written notice to Ultraleap. 

13.3. Termination by Ultraleap. Ultraleap may terminate this Agreement in the case of Company’s uncured material breach on thirty (30) days’ notice, or, if the breach is not capable of cure, immediately upon notice.

13.4. Automatic Termination. This Agreement will automatically terminate upon termination of the SDK Agreement between Ultraleap and Company for any reason.

13.5. Effect of Expiration or Termination. Upon expiration or termination of this Agreement: (i) Company will accept delivery of, and pay for, Units ordered by it before expiration or termination, (ii) unless Ultraleap has terminated this Agreement pursuant to Section 13.3, or this Agreement automatically terminates under Section 13.4: (a) Ultraleap will continue to supply Units ordered by Company before expiration or termination, and (b) if the Company Distributables incorporate Ultraleap Redistributables, Company may continue to distribute the Company Distributables for up to six months after expiration or termination, and (iii) any license rights of Company’s End Users will continue despite expiration or termination of this Agreement. Sections 1, 2.5, 9, 10, 11, 12.2, 13.5, 14 and 15 will survive termination or expiration of this Agreement. 

14. Limitation of Liability

14.1. ULTRALEAP SHALL NOT IN ANY CIRCUMSTANCES WHATEVER BE LIABLE TO THE COMPANY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT FOR:

(A) LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;

(B) BUSINESS INTERRUPTION;

(C) LOSS OF ANTICIPATED SAVINGS;

(D) LOSS OR CORRUPTION OF DATA OR INFORMATION;

(E) LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR

(F) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

14.2. OTHER THAN THE LOSSES SET OUT ABOVE (FOR WHICH ULTRALEAP IS NOT LIABLE), ULTRALEAP’S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE PAYMENT ACTUALLY PAID BY THE COMPANY IN THE TWELVE MONTHS PRIOR TO THE DEFAULT GIVING RISE TO THE CLAIM ARISING. THIS MAXIMUM CAP DOES NOT APPLY TO DEATH OR PERSONAL INJURY RESULTING FROM ULTRALEAP'S NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

14.3. THE AGREEMENT SETS OUT THE FULL EXTENT OF ULTRALEAP’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE ULTRALEAP DEVICES, DELIVERABLES AND SOFTWARE. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON ULTRALEAP.  ANY CONDITION, WARRANTY, REPRESENTATION OR OTHER TERM CONCERNING THE SUPPLY OF THE ULTRALEAP DEVICES, DELIVERABLES AND SOFTWARE WHICH MIGHT OTHERWISE BE IMPLIED INTO, OR INCORPORATED IN THE AGREEMENT WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.

15. Miscellaneous

15.1. Assignment. Company may not assign this Agreement without the prior written consent of Ultraleap. Any assignment without such consent is void and of no effect. Ultraleap may assign this Agreement without the consent of Company in connection with (1) a merger or consolidation of Ultraleap, (2) a sale or assignment of substantially all its assets, or (3) any other transaction which results in another entity or person owning substantially all of the assets of Ultraleap.  In the event of a permitted assignment, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

15.2. U.S Government Customers. The U.S. Government’s use of Units shall be subject to “restricted rights” as such are defined in FAR and DFAR clauses. For sales where the U.S. Government is the ultimate end users, (a) the U.S. Government contract number must be specified on Company’s purchase order to Ultraleap, and (b) Company’s purchase order must specifically reference all those clauses of the applicable Federal Acquisition Regulations which are intended to flow down to Ultraleap, and (c) Ultraleap must provide Company written acceptance of those specific clauses which Ultraleap does accept. Otherwise, no government regulations or contract provisions will govern this Agreement. 15.2.

15.3. Waiver; Severability. The failure of the other party to enforce any rights under this Agreement will not be deemed a waiver of any rights.  The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

15.4. Reservation. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied, are granted by Ultraleap, by implication, estoppel, or otherwise.

15.5. Export Restrictions. The Ultraleap Technology is subject to United States export laws and regulations. Company must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.

15.6. Ultraleap Affiliates. Affiliates of Ultraleap may enter into one or more adoption addenda (each an “Adoption Addendum”) under which the Ultraleap affiliate may agree to be bound by the terms of this Agreement as if the affiliate was an original party to it. Company shall not be required to be a party to any Adoption Addendum unless such Adoption Addendum imposes additional obligations on Company or otherwise seeks to make changes to the Agreement.

15.7. Governing Law and Jurisdiction. This Agreement will be exclusively governed by and construed under the laws of the State of California, without reference to or application of rules governing choice of laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara county, California and Company hereby consents to such jurisdiction. However, Ultraleap may apply to any court or tribunal worldwide, including but not limited to those having jurisdiction over Company, to seek injunctive relief.

15.8. Relationship of the Parties. This Agreement does not create any agency, partnership, or joint venture relationship between Ultraleap and Company. This Agreement is for the sole benefit of Ultraleap and Company (and indemnified parties), and no other persons will have any right or remedy under this Agreement.

15.9. Notice. All notices required to be given under this Agreement will be in writing and will be sent, in the case of Ultraleap at the address below and, in the case of the Company, as set out in the Specialized Application License Agreement, or to such other person or address as each party may designate by notice given in accordance with this Section.  Any notice under this Agreement may be delivered by hand or express courier and will be deemed to have been received: (i) by hand delivery, at the time of delivery; or (ii) by express courier, on the second business day after delivery to the carrier.  If an email address is provided below, a copy must also be sent via email, but such copy is for convenience only and the effective time of notice will be calculated as provided in the second sentence of this Section. 

Ultraleap Inc
2522 Leghorn Street
Mountain View
California
94043
United States

15.10. Counterparts; Amendments. This Agreement may be executed in any number of counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together will constitute one and the same agreement. No amendment, waiver, or modification of this Agreement will be valid unless in writing signed by each Party.  This Agreement, including any amendment, waiver or modification to it, may be executed by facsimile, e-signature or scanned signatures and such signatures will be deemed to bind each party as if they were original signatures.

15.11. Entire Agreement. This Agreement, together with the SDK Agreement, is the entire understanding of the parties with respect to its subject matter and supersedes any previous or contemporaneous communications, whether oral or written with respect to such subject matter.