Haven SDK Licence Agreement
1. Introduction and interpretation
1.1 The Haven Software Development Kit, which is available to download at https://partners.haven.cinglevue.com/download-sdk/ (Haven SDK), comprises:
(a) the integration layer between the Unity Engine and Virtuoso;
(b) the Launch Code Interface and related functionality;
(c) the Smartwatch Interface and related functionality;
(d) the Virtual Camera Interface and related functionality;
(e) the Prompter Interface and related functionality;
(f) the Reference Material Interface and related functionality;
(g) the object/POI tracking functionality;
(h) the application manifest generator;
(i) the integration layer between the Unity Engine and the Oculus Quest platform;
(j) the integration layer between the Unity Engine and the Apple iPad platform; and
(k) sample code;
(l) Virtuoso or any part of Virtuoso; or
(m) the Unity Engine,
and allows you as a software/content developer to create Immersive Experiences compatible with and for use in conjunction with Haven. This Haven SDK Licence Agreement (Agreement) forms a legally binding contract between you and Cinglevue.
1.2 At all times prior to 1 March 2021, the terms in Annexure A are incorporated into and form part of this Agreement and to the extent of any inconsistencies the terms of Annexure A prevail. On and after 1 March 2021, whether this Agreement is accepted before or after that date, the terms in Annexure A will cease to be part of this Agreement and, for those Agreements accepted prior to 1 March 2021 the Agreement will be amended from 1 January 2021 by removal of the Annexure A terms from this Agreement.
1.3 In this Agreement, unless the context otherwise requires, capitalised terms are as defined in the Details or below:
App Store means the ‘App Store’ digital distribution platform developed and maintained by Apple Inc. for the downloading of mobile apps for use on its iOS and iPadOS operating systems;
Cinglevue means Cinglevue International Pty Ltd (ABN 66 143 560 838) with its registered office at Unit 22, 1 Walsh Loop, Joondalup WA 6027, Australia);
Haven refers collectively to those features of Virtuoso which facilitate the use of Immersive Experiences in education, training and pedagogical research;
Haven SDK has the meaning given to that term in clause 1.1;
Immersive Experience Data means any information:
(a) relating to individual users of Haven or Virtuoso whether or not such information is Personal Information; and
(b) that you may collect, whether by design or incidental to, the development, deployment for use and/or actual use by an individual user of any Immersive Experience (e.g. event tracking and spatial tracking data) whether such collection is through your use of the Haven SDK or otherwise;
Immersive Experiences refers to augmented and virtual reality simulations that may be using in conjunction with the Haven ecosystem and with hardware designed for viewing and interacting with such simulations and compatible with Haven;
Intellectual Property Rights means patents, rights to apply for patents, trademarks (whether or not registered), trade names, service marks, domain names, copyright and all applications for and registrations of such, schematics, industrial designs, inventions, know-how, trade secrets and other intangible proprietary information;
Moral Rights means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, as conferred by the Copyright Act 1968 (Cth) and rights of a similar nature anywhere in the world whether existing before, on or after the commencement of this Agreement;
Party means a party to this Agreement and Parties means both parties to this Agreement;
Personal Information has the meaning given to that term in the Privacy Act;
Privacy Act means the Privacy Act 1988 (Cth) including the Australian Privacy Principles;
Prompter Interface means the 3D interface visible to an end user of Haven that displays a question and an array of potential answers to that question to the end user and allows the end user to select an answer;
Quest Store means the digital distribution platform developed and maintained by Facebook Technologies, LLC. for the downloading of Immersive Experiences, which is accessible at https://www.oculus.com/experiences/quest/;
Reference Material Interface means the 3D interface visible to an end user of Haven that displays reference material in text format to the end user;
Restrictive Open Source Licence means any open source software licence with terms that require the licensee to distribute any works or adaptations of the licensed software on the same licence terms or licence terms that are more restrictive, including the GNU General Public License;
Smartwatch Interface means the 3D interface within Haven that displays a watch on the end user’s virtual wrist and opens a menu of options when the end user touches that watch;
Unity Engine refers to the 3D development platform offered by Unity Technologies and available to download from unity.com;
Virtual Camera Interface means the 3D interface within Haven that allows the end user to hold a virtual digital camera in their virtual hand and capture a photo of what they can see in the virtual environment with which they are interacting at that time;
Virtuoso means the platform which provides educational organisations with a unified suite of configurable tools, processes and capabilities that encompass the entire education lifecycle. Virtuoso incorporates a full complement of administrative features for effectively managing organisational and stakeholder needs but its primary emphasis is on facilitating improved educational outcomes, supporting teachers and students to achieve continual, measurable, and sustainable learning gains. The platform is informed by research to ensure that it is continually able to meet the current and future needs of modern educational institutions, based on a rigorous and evidence-based foundation. For further information, please visit https://cinglevue.com/virtuoso/;
Virtuoso Marketplace means the ‘Virtuoso Marketplace’, accessible, which acts as a distribution platform for Immersive Experiences; and
VRL means the ‘Virtuoso Resource Library’, which acts as a directory of resources that enhance the base Virtuoso offering for its users.
2. Accepting the Haven SDK Licence Agreement
2.1 You must agree to this Agreement before you can use the Haven SDK. If you do not accept this Agreement you cannot use the Haven SDK.
2.2 By clicking the ‘Accept’ button below and/or using the Haven SDK you agree to the terms of this Agreement.
2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or any entity other than yourself you warrant that you have full legal authority to do so.
3. Your use of the Haven SDK
3.1 Subject to the terms of this Agreement, Cinglevue grants you a worldwide, royalty-free, non-assignable, non-exclusive and non-sublicensable licence for the term of this Agreement to:
(a) download and install the Haven SDK on your computer for use in conjunction with the Unity Engine; and
(b) use the Haven SDK,
for the sole purpose of developing Immersive Experiences for use with Haven.
3.2 Subject to the terms of this Agreement, Cinglevue grants you a worldwide, royalty-free, non-assignable, non-exclusive, non-sublicensable licence for the term of this Agreement to reproduce and distribute the software contained in the Haven SDK including headers, libraries and source code for the sole purpose of developing Immersive Experiences for use with Haven.
3.3 You must not use the Haven SDK to develop applications for platforms other than Haven or develop a software development kit based on Haven.
3.4 You must not copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble or create derivative works of the Haven SDK or any part of the Haven SDK.
3.5 You are not licensed to (and you agree that you will not) integrate or use the Haven SDK with any Restrictive Open Source Licence code, application, library or otherwise which could, under that licence require disclosure, distribution, publication or licensing of all or any part of the Haven SDK in source code. Any breach of this term will immediately terminate the licence in clause 3.1.
3.6 You must not remove, obscure or alter any proprietary rights notices that may be affixed to be contained within the Haven SDK.
4. Immersive Experiences developed
4.1 Immersive Experiences (or any other software) developed using the Haven SDK by you must:
(a) be designed for use for lawful purposes only;
(b) be designed to comply with the requirements of the Privacy Act and any applicable privacy and data protection laws in the jurisdictions where its intended users reside;
(c) include all required notices and obtain all necessary consents relating to the collection of Personal Information (including as relevant to any statistical usage data collected by an Immersive Experience (or any other software) developed using the Haven SDK);
(d) comply with generally accepted security standards; and
(e) not infringe any person’s Intellectual Property Rights or Moral Rights.
4.2 You must not engage in any activity using or with the Haven SDK, including the development or distribution or an application, that interferes with, disrupts, damages or accesses in an unauthorised manner the servers, networks or other property of any third party.
5. Submission of Immersive Experiences
5.1 Immersive Experiences (or other software) you develop using the Haven SDK may only be submitted to be listed on:
(a) the VRL;
(b) the Virtuoso Marketplace;
(c) the App Store; and/or
(d) the Quest Store.
5.2 If you submit an Immersive Experience you have developed using the Haven SDK for listing on the VRL, you will be required to agree to:
(a) the Virtuoso Marketplace T&Cs, accessible at https://cinglevue.com/virtuoso-marketplace-terms-of-use/; and/or
(b) the Virtuoso Marketplace Partner Agreement, accessible at https://cinglevue.com/virtuoso-marketplace-partner-agreement/.
5.3 If you submit an Immersive Experience (or any other software) you have developed using the Haven SDK for listing on any digital distribution platform listed in clause 5.1 other than the VRL, you acknowledge and agree that:
(a) you may be required to agree to terms relating to that digital distribution platform;
(b) the operator of that digital distribution platform may not approve the software you submit; and
(c) Cinglevue makes no representations or warranties as to whether software developed using the Haven SDK will be approved, listed or made available on any digital distribution platform other than the VRL.
6.1 Cinglevue and/or its licensors own all legal right, title, interest and Intellectual Property Rights in and to the Haven SDK. Cinglevue reserves all rights not expressly granted to you in this Agreement.
6.2 Cinglevue does not obtain any right, title, interest or Intellectual Property Rights in or to any Immersive Experiences (or any other software) you develop using the Haven SDK under this Agreement.
7. Use of Cinglevue brand elements
Cinglevue grants you a worldwide, non-assignable, royalty-free non-exclusive, non-sublicensable, revocable licence to use the Cinglevue logo, the Virtuoso logo and/or the Haven logo on your website or other marketing materials for the term and subject to any style guide requirements communicated to you by Cinglevue.
8. Updates to the SDK
8.1 The form and nature of the Haven SDK that Cinglevue offers to you may change from time to time without prior notice to you.
8.2 Future versions of the Haven SDK may be incompatible with applications developed on current or previous versions of the Haven SDK.
8.3 Cinglevue may temporarily or permanently suspend the provision and/or availability of the Haven SDK to you without prior notice to you.
9.1 Cinglevue has no obligation to provide any support to you in relation to the Haven SDK.
9.2 Cinglevue has no obligation to issue, publish or otherwise make available upgrades or future versions of the Haven SDK.
10. Privacy, information and Intellectual Property Rights
10.1 Cinglevue may collect usage statistics about your use of the Haven SDK, including the version number of the Haven SDK you are using, information on which tools and/or services in the Haven SDK you are using and how they are being used.
10.3 You must not:
(a) use any Immersive Experience Data accessible to you by reason of your use of the Haven SDK for any purpose other than in direct connection to your development of Immersive Experiences pursuant to this Agreement; and/or
(b) disclose any Immersive Experience Data accessible to you by reason of your use of the Haven SDK to any person, other than Cinglevue, for any purpose.
Note: Sometimes integration with third party services involves data being sent to those services. Such data sharing is a breach of this clause 10.3. Do not integrate your Immersive Experience with a third party service unless you can guarantee that Immersive Experience Data is not shared with that service. We are working on a whitelist of third party services and will update this Agreement when it is ready.
10.4 If you use the Haven SDK to develop Immersive Experiences (or any other software) that integrates with software, data, content or resources provided by a third party, you agree that Cinglevue is not responsible for that software, data, content or resources.
10.5 Any software, data, content or resources of third parties that you integrate into Immersive Experiences (or any other software) developed using the Haven SDK may be subject to:
(a) Intellectual Property Rights owned by or licensed to those third parties; and/or
You are solely responsible for your own use of third party software, data, content or resources.
11. Term and termination
11.1 This Agreement will commence when accepted by you in accordance with clause 2 and remains on foot until terminated by either Cinglevue or you.
11.2 You may terminate this Agreement by ceasing your use of the Haven SDK and uninstalling it from your computer.
11.3 In addition to any other right to terminate in this Agreement, Cinglevue may terminate this Agreement immediately by notice to you in writing if you are in breach of any term of this Agreement and such breach is not remedied within 7 days of it receiving notice to remedy such breach from Cinglevue.
11.4 On termination of this Agreement your rights in respect of the licence in 3.1 will end.
12.1 Subject to clause 12.4, you agree that your use of the Haven SDK is at your sole risk and that the Haven SDK is provided ‘as is’ and ‘as available’ without warranty of any kind from Cinglevue. Cinglevue makes no representation with respect to the adequacy of the Haven SDK for any purpose, whether or not used by you to develop Immersive Experiences (or any other software).
12.2 Your use of the Haven SDK and any material downloaded or otherwise obtained through the use of the Haven SDK is at your own risk and you are solely responsible for any damage to your computer system or other device or loss of data that results from such use.
12.3 Subject to clause 12.4, Cinglevue further expressly disclaims all warranties and conditions of any kind, express or implied.
12.4 Some jurisdictions, including Australia, do not allow the exclusion or limitation of certain warranties. Nothing in this Agreement prejudices your statutory rights.
13. Limitation of liability
You agree that Cinglevue, its subsidiaries and affiliates and its licensors are not liable to you under any concept of liability for any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you, including any loss of data, whether or not Cinglevue has been advised of or should have been aware of the possibility of such losses arising.
14.1 You are solely responsible for (and Cinglevue has no responsibility to you or any third party for) any data, content or resources that you create (including Immersive Experiences), transmit or display through Haven and/or applications used in connection to Haven and the consequences of your actions (including any loss or damage that Cinglevue may suffer) by doing so.
14.2 You are solely responsible for (and Cinglevue has no responsibility to you or any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service or any applicable law or regulation and/or for the consequences (including any loss or damage that Cinglevue may suffer) of any such breach.
14.3 You will defend, indemnify and hold harmless Cinglevue, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or resulting from:
(a) your use of the Haven SDK;
(b) any Immersive Experience (or any other software) you develop using the Haven SDK;
(c) any infringement of Intellectual Property Rights with respect to an Immersive Experience (or any other software) you develop using the Haven SDK; and
(d) any breach of this Agreement by you.
15.1 Assignment: The benefit of this Agreement may not be assigned by you without Cinglevue’s prior written consent.
15.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing, relating to the subject matter of this Agreement.
15.3 Export restrictions: You must comply with all applicable domestic and international export laws and regulations that apply to your use of the Haven SDK (e.g. as relevant to end users and end use of the Haven SDK).
15.4 Variation: Cinglevue may make changes to this Agreement as it distributes new versions of the Haven SDK. When these changes are made, Cinglevue will publish a new version of this Agreement on the Cinglevue website accessible from the URL where the Haven SDK is made available for download.
15.5 Waiver: No right under this Agreement will be deemed to be waived except by notice in writing signed by each party. A waiver by Cinglevue will not prejudice its rights in respect of any subsequent breach of the Agreement by Customer. Any failure by Cinglevue to enforce any clause of this Agreement, or any forbearance, delay or indulgence granted by Cinglevue to Customer, will not be construed as a waiver of Cinglevue’s rights under this Agreement.
16. Governing law and disputes
16.1 This Agreement is governed by the laws of the State of Western Australia.
16.2 Subject to clause 16.3, the Parties submit to the jurisdiction of the courts of Western Australia including courts of appeal.
16.3 Any dispute arising between the Parties in connection with this Agreement that cannot be settled by negotiation between the Parties within 21 days may only be submitted (by either Party) to arbitration at the Australian Centre for International Commercial Arbitration in accordance with its ACICA Rules 2016.
16.4 Nothing in this clause will prevent a Party from seeking urgent equitable relief before an appropriate court.
Annexure A. Alpha release of the Haven SDK
1. The Haven SDK is pre-release software and is believed to contain some defects and errors.
2. A primary purpose of this Agreement for the alpha release Haven SDK is to obtain feedback on the performance of the Haven SDK and to identify any defects and errors.
3. You are advised to:
(a) safeguard your important data;
(b) exercise caution in your use of the Haven SDK; and
(c) not rely on any way on the correct functioning or performance of the Haven SDK and/or accompany materials, including any online documentation.
4. By downloading, installing and/or using the Haven SDK you acknowledge and agree that:
(a) you are participating in Cinglevue’s alpha test of the Haven SDK;
(b) you are downloading, installing and using a preliminary version of the Haven SDK;
(c) the alpha version of the Haven SDK may not operate properly, may not perform all functions for which it is intended or represented and may not operate free of errors;
(d) you will, on Cinglevue’s request, provide your comments, criticisms and suggestions for changes with respect to the alpha version of the Haven SDK; and
(e) notify Cinglevue of all errors or malfunctions that occur in the course of your use of the alpha version of the Haven SDK.
5. An additional purpose for the licence granted in clause 3.1 in the body of this Agreement for the alpha version of the Haven SDK is the evaluation of the alpha version of the Haven SDK.
6. You acknowledge and agree that the Haven SDK, related documentation and other related materials provided by Cinglevue together with alpha test results you collect and/or compile while using and your opinions of the Haven SDK are the confidential information of Cinglevue (Confidential Information) and:
(a) you will use the Confidential Information solely for the purposes of participating in alpha testing of the Haven SDK;
(b) you will take all reasonable steps to maintain and protect the Confidential Information in confidence for Cinglevue’s benefit; and
(c) you will not disclose the Confidential Information to any third person other than with Cinglevue’s express prior written permission.
7. Confidential Information in clause 6 of this Annexure A does not include information that:
(a) is in the public domain other than by reason of your breach; and
(b) Cinglevue publishes or makes generally available.