License Agreement
Leia Creator Toolkit License Agreement Last Updated: September 16, 2020 This Creator Toolkit license agreement (the “Agreement”) is by and between the individual or entity (“you” or “Creator”) that receives or uses the Creator Materials (as defined below) and Leia, Inc. (“Leia” or “us”) If you receive or use any Creator Materials, you accept and agree to be bound by this Agreement and represent that you have the authority to bind yourself or the entity you represent to this Agreement.
This Agreement includes (a) the body of the agreement below and (b) any schedules to this Agreement and any other additional terms provided with the delivery of specific Creator Materials (collectively, “Additional Terms”). However, any Additional Terms only apply to you if you engage in the activity or use the Creator Materials to which those Additional Terms apply (for instance, the terms of the Restricted Creator Materials Schedule only apply to you if you receive or use Restricted Creator Materials, as defined in that schedule). To the extent there is any conflict between the body of the agreement and any Additional Terms, the Additional Terms control with respect to the Creator Materials to which they apply.
Creator Materials” means any Software or Equipment Leia makes available to you under this Agreement for use in connection with developing Products. “Products” means software, content, digital materials, and other items developed by a Creator and distributed through A content ecosystem and/or distribution platform(s) as authorized from time to time by Leia, including but not limited to the LeiaLoft content ecosystem. “Software” means software, software development kits, libraries, application programming interfaces, sample code, templates, documentation, and other related materials. “Equipment” means physical hardware, including consumer electronics devices.
Leia grants you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to use the Creator Materials and reproduce the Software (if applicable) solely for the purposes of developing, testing, promoting and distributing your Products, in each case, as contemplated by the documentation for the applicable Creator Materials, unless the documentation for the applicable Creator Materials authorizes broader use. If the Creator Materials include any libraries, sample code, or other materials Leia makes available specifically for incorporation into your Products (as indicated by the applicable documentation), you may incorporate those materials in your Products and reproduce and distribute those Creator Materials as incorporated into your Products. You may also modify any such sample code to the extent necessary to incorporate it into your Products. Leia may modify or discontinue (including by ceasing our distribution of or support for) any or all of the Creator Materials at any time without notice and you are solely responsible for ensuring that your Products function properly after any such modification or discontinuation.
You may use the Creator Materials only as expressly authorized under this Agreement, and only through the interfaces and functionality designated by Leia. You must comply with all instructions and requirements in any integration documents, guidelines, or other documentation that Leia provides, including any usage limits or quotas.Except as expressly permitted under Section 3, you will not: (a) incorporate or compile any portion of the Creator Materials into your Products or other digital or physical products; (b) distribute, sub-license, resell, lease, transfer, or otherwise provide access to any portion of the Creator Materials to any third party; or (c) modify or create derivative works of the Creator Materials. You will not circumvent or disable any copy protection, security, or other controls in the Creator Materials or use the Creator Materials in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas. You will not reverse engineer, disassemble or decompile the Creator Materials (except to the extent applicable law doesn’t allow this restriction); remove any embedded Software from any Equipment; copy any embedded Software; or use any Software provided with Equipment separate from the Equipment for which it was provided. You will not use the Creator Materials with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Creator Materials, would require you or us to disclose, license, distribute or otherwise make all or any part of such Creator Materials available to anyone. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Creator Materials. You will not direct, encourage, or assist any other party to take any action prohibited by this Agreement.All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement and any other agreements you have entered into with Leia related to your use of any Leia service to distribute your Products, including but not limited to the Leia Privacy Policy and Terms of Use, and will immediately and automatically terminate if you do not comply with any term of such agreements.
The Creator Materials are the intellectual property of Leia or its licensors. Except for the rights explicitly granted to you in this Agreement, all right, title and interest in and to the Creator Materials are reserved and retained by Leia and its licensors. If you provide suggestions, ideas, or other feedback to us about Leia, the Creator Materials, or any of Leia’s services, we will be free to exercise all rights in such feedback without restriction and without compensating you. The Creator Materials may include or be distributed with Software that is provided under a separate license agreement (such as an open source license). To the extent there is a conflict between this Agreement and any separate license, the separate license controls with respect to the Software that is the subject of such separate license. Any such separate license agreement may be indicated in the schedules to this Agreement, in the license, notice, or readme files distributed with the applicable Software, or in related documentation.
THE Creator MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES, OR REPRESENTATIONS OF ANY KIND, AND LEIA, ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOUR USE OF THE Creator MATERIALS IS AT YOUR SOLE RISK. IN NO EVENT WILL LEIA, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING FOR ANY LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, COST OF COVER, OR COMPUTER FAILURE OR MALFUNCTION) ARISING FROM OR RELATING TO THE Creator MATERIALS OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF LEIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND DISCLAIMERS APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You release Leia and will indemnify, defend and hold Leia (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, expense, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises out of any claim relating to your Products or your breach or non-compliance with this Agreement (each, a “Claim”). You will not consent to the entry of a judgment or settle a Claim without Leia’s prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to Leia to defend each Claim. If Leia reasonably determines that a Claim might adversely affect it, it may take control of the defense at its expense (and without limiting your indemnification obligations). Your obligations under this Section 7 are independent of your other obligations under this Agreement.
You will comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (together, “Laws”) in your use of the Creator Materials and in the development and distribution of your Products that use any Creator Materials. Without limiting the foregoing, you will comply with all export, re-export, and import Laws of the United States and other countries that may apply to the Creator Materials, and will not transfer, or encourage, assist, or authorize the transfer of, the Creator Materials to a prohibited country or otherwise in violation of any applicable Laws. You will not engage in any activity using or related to the Creator Materials, including the development or distribution of your Products, that (a) infringes, violates, or misappropriates our rights or the rights of any third party, or (b) interferes with, damages, or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of Leia or of any end user or other third party.
Leia reserves the right to amend this Agreement at any time in its sole discretion. Leia will give you notice of the changes by posting an updated version of this Agreement online. Amendments to this Agreement will be effective as of the date posted, unless a different effective date is specified. You are responsible for checking for Agreement updates. Your continued use of Creator Materials after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Creator Materials and terminate this Agreement.
Leia reserves the right to amend this Agreement at any time in its sole discretion. Leia will give you notice of the changes by posting an updated version of this Agreement online. Amendments to this Agreement will be effective as of the date posted, unless a different effective date is specified. You are responsible for checking for Agreement updates. Your continued use of Creator Materials after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Creator Materials and terminate this Agreement.
The Creator Materials are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” (each, as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement) with the same rights and restrictions generally applicable to others under this Agreement. If you are using the Creator Materials on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you must immediately discontinue use of the Creator Materials.
If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Leia’s prior written consent. Each party may use one or more subcontractors to exercise its rights and perform its obligations hereunder. Each party will be responsible for ensuring that its subcontractors comply with the applicable portions of this Agreement when performing work on its behalf and will be liable for any noncompliance. Leia’s failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of its rights hereunder. In addition to Leia, its licensors may enforce this Agreement against you with respect to their software and other materials included in the Creator Materials, and Leia’s licensors are third-party beneficiaries of this Agreement solely for that purpose. This Agreement will be governed by the laws of the State of California, excluding California’s conflict of laws provisions. Both parties agree to submit to the exclusive jurisdiction of the federal or state courts located within the county of Santa Clara, California to resolve any legal matter arising from or relating to this Agreement, except that you agree that Leia will be allowed to apply for injunctive relief in any jurisdiction. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges that are imposed on that party upon or with respect to the transactions under this Agreement. For the transfer of any Equipment by Leia to you, title (but not the intellectual property rights therein or any ownership interest in any embedded or related Software) will pass to you upon our handing them to a common carrier at our location. If Equipment is shipped to a location outside the United States, you will be the importer of record for the Equipment and will be solely responsible for all costs incurred during the transfer of and while holding the Equipment (e.g., customs duties, taxes, tariffs) as well as any risk of loss. Delivery terms for Equipment shipped to you will be Free Carrier (FCA) Incoterms 2010.
RESTRICTED PROGRAM MATERIALS SCHEDULEThe terms of this schedule apply to you if you receive or use any Creator Materials we designate as confidential, restricted, prototype, beta, or for evaluation purposes (“Restricted Creator Materials”).
1. Confidentiality. You will protect and keep confidential any Restricted Creator Materials and other non-public information or technology you may receive in connection with this Agreement (including design elements, look and feel, features, functionality, product details, reference designs, and information regarding product launches) that is identified as confidential or proprietary or that, given the nature of such information or technology or the manner of its disclosure, reasonably should be considered confidential or proprietary (“Confidential Information”). You will (a) not disclose Confidential Information, (b) use Confidential Information only for the purpose provided and during any use period identified by Leia, (c) restrict access to Confidential Information to your personnel that have a need to know the specific Confidential Information and have entered into written nondisclosure agreements, and (d) promptly upon termination of this Agreement, destroy all Confidential Information (or at our direction return such Confidential Information to us). You may not take photos or videos of any Restricted Creator Materials. You acknowledge that any violation of this schedule could cause irreparable harm to Leia for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that Leia will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this schedule without any obligation to prove damages or post a bond or any other security.
2. No Use of Contractors. Notwithstanding anything to the contrary in the Agreement, you may not provide Restricted Creator Materials to any contractor or other third-party without Leia’s prior written permission.
3. Additional Restrictions. If we inform you that additional restrictions apply to certain Restricted Creator Materials (e.g., that you must comply with specific equipment handling guidelines, limit use to locations authorized by Leia, or limit access to only specific employees), you will comply with those restrictions.4. Survival. All sections of this schedule will survive any termination of this Agreement.