ULTRALEAP TRACKING SDK AGREEMENT
Updated: 26 October 2021
This SDK Agreement (“Agreement”) covers use of the Ultraleap hand tracking SDK (the “SDK”) by individuals and businesses for the following purposes:
- Your personal, non-commercial use (for the avoidance of doubt, excluding use for the design or manufacture of a commercial or distributable product (e.g in design studios)); or
- Commercial use for the development and sale consumer facing games, made available for sale to be purchased by consumers for personal use either at retail or through app stores (excluding, without limitation, location-based entertainment and arcade applications); or
- Demonstration of your application to internal and external stakeholders and customers where there is no transaction, no sale of tickets specifically for the application, or any other form of compensation for you or your organisation,
but in all cases excluding applications relating to the following: (a) the production of or trade in tobacco, alcoholic beverages, and related products, (b) the production or trade in weapons of any kind or any military applications, (c) casinos, gambling and equivalent enterprises, (d) human cloning, human embryos, or stem cells, or (e) nuclear energy.
Any other uses, or applications using third party hardware are “Specialised Applications” and will require a separate license agreement. Please contact Ultraleap email@example.com for more information.
In each case, the SDK may only be used with Ultraleap Hardware and Ultraleap Software.
- This Agreement is made between the individual or entity (“you” or the “Developer”) that accepts it and Ultraleap Limited (“Ultraleap”). You accept this Agreement by (a) accepting it on download of the SDK, or (b) if you use or access the SDK or any part of the SDK. Your entry into this Agreement also binds your authorized users, and your company or organisation.
- If you do not agree to the terms of this Agreement you must not use the SDK.
- Capitalized terms bear the meanings given in the “Definitions” section of this Agreement.
- This Agreement incorporates the terms of the Ultraleap Hand Tracking End User License Agreement (“EULA”), which is available at https://developer.leapmotion.com/end-user-license-agreement or from Ultraleap on request. In the event of a conflict between these terms and the EULA, these terms will prevail.
- Conditional on your compliance with the terms and conditions of this Agreement, Ultraleap hereby grants you a limited, non-exclusive, personal, revocable, non-sublicensable, and non-transferable license to:
- install and use a reasonable number of copies of the SDK on computers owned or controlled by you for the purpose of developing and testing applications that (a) are not Specialised Applications and (b) are intended for use solely in connection with Ultraleap Hardware and Ultraleap Software (each being an “Ultraleap Enabled Application”); and
- modify and incorporate into your Ultraleap Enabled Application any sample code provided in the SDK.
- Conditional on your compliance with the terms and conditions of this Agreement, Ultraleap hereby grants you a limited, non-exclusive, personal, revocable, non-transferrable license of Ultraleap’s intellectual property rights to the extent necessary to:
- copy and distribute (or have copied and distributed) the Ultraleap Redistributables, solely as compiled with, incorporated into, or packaged with, your Ultraleap Enabled Application; and
- to make (but not have made), use, sell, offer for sale, and import your Ultraleap Enabled Application.
- The license granted to you in section 2.1 and section 2.2 is subject to the following restrictions, as well as others listed in this Agreement:
- Except as expressly permitted in section 2.1, (a) you may not publish, distribute, or copy the SDK, and (b) you may not modify or create derivative works of the SDK;
- Except as expressly permitted in section 2.2, you may not, and may not allow any third party, directly or indirectly, to publish, post, or otherwise make available, the Ultraleap Redistributables;
- You may not, and may not enable others to, distributed the Non-Redistributable Materials;
- You may use the SDK solely in connection with Ultraleap Hardware and/or Ultraleap Software;
- You may not use the SDK to create, or aid in the creation, directly or indirectly, of any software or hardware which provides hand tracking functionality or which is otherwise substantially similar to the features or functionality of Ultraleap products;
- You may not, and may not enable others to, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct, identify, or discover any source code, underlying ideas, techniques, or algorithms in the Ultraleap Software, the Ultraleap Hardware, or any software which forms part of the SDK, nor attempt to circumvent any related security measures (except as and only to the extent any foregoing restriction is prohibited by applicable law notwithstanding the foregoing restriction, or to the extent as may be permitted by licensing terms governing the use of any open source software components or sample code contained within the SDK;
- You may not remove, obscure, or alter any proprietary rights or confidentiality notices within the SDK or any software, documentation, or other materials in it or supplied with it;
- You must not allow the Ultraleap Software or SDK to fall under the terms of any license which would obligate you or Ultraleap to make available or publish any part of the Ultraleap Software or SDK.
- You may not create Ultraleap Enabled Applications or other software that prevent or degrade the interaction of applications developed by others with the Ultraleap Software;
- You may not represent functionality provided by any Ultraleap hardware or software as your technology or the technology of any third party. For example (without limitation) you may not describe any application, technology, or feature developed or distributed by you that incorporates Ultraleap technology as your gesture or touchless control technology without providing attribution to Ultraleap; and
- You may not allow your Ultraleap Enabled Application to be used for a High Risk Use.
- The terms of this Agreement will apply to any Updates which Ultraleap (in its sole discretion) makes available to you. You agree that Updates may require you to change or update your Ultraleap Enabled Application, and may affect your ability to use, access, or interact with the Ultraleap Software, the Ultraleap Hardware, and/or the SDK. You are solely responsible for turning off any auto-update functionality of the Ultraleap Software.
- Trademarks and Marketing
- Conditioned upon compliance with the terms and conditions of this Agreement, Ultraleap grants you a limited, non-exclusive, personal, license to reproduce and use Ultraleap trademarks solely to (a) mark the Ultraleap Enabled Application, (b) produce and make available related collateral, and (c) to promote and market your Ultraleap Enabled Application, in each case solely in accordance with the Ultraleap trademark guidelines that Ultraleap may provide to you from time to time.
- For so long as Ultraleap technology is included with the Ultraleap Enabled Application, you must identify on the packaging of the Ultraleap Enabled Application, the loading screen and start-up messages for the Ultraleap Enabled Application, and list on your website and marketing collateral (in each case, where applicable), as prominently as other listed features and functionality, that Ultraleap technology is included with the Ultraleap Enabled Application, in accordance with the Ultraleap trademark guidelines that Ultraleap may provide to you from time to time. All references to Ultraleap or Ultraleap Technology will be subject to Ultraleap’s prior approval, which will not be unreasonably withheld.
- Ultraleap may at its option mention you and your products using Ultraleap technology in Ultraleap’s press releases, press briefings, social media accounts, and/or website, and may use your trademarks for such purpose. You grant to Ultraleap and its affiliates a non-exclusive, worldwide and royalty-free limited license to use, reproduce, display, perform, publish and distribute screenshots, elements, assets, photographic, graphic or video reproductions or fragments of your Ultraleap Enabled Application in any medium or media, solely for purposes of promotion of your Ultraleap Enabled Application or of Ultraleap and its technology and business. The rights set out in this section 5.3 will survive termination of this Agreement in respect of materials already in existence as at the date of termination.
- EULA and Other Licenses
- Example code made publicly available by Ultraleap on its developer web site may be provided subject to the Apache 2.0 license, this Agreement, or other licenses, as specified in the notice or readme files distributed with the example or in related documentation. The SDK may otherwise include software or other materials that are provided under a separate license agreement, and that separate license will govern the use of such software or other materials in the event of a conflict with this Agreement. Any such separate license agreement may be indicated in the license, notice, or readme files distributed with the applicable software or other materials or in related documentation.
- You must either require end users of your Ultraleap Enabled Application to affirmatively agree to the Ultraleap EULA, or require its End Users to affirmatively agree to your own end user license agreement that protects Ultraleap at least as much as the Ultraleap EULA.
- High Risk Uses and Waiver
- Notwithstanding anything in this Agreement, you are not licensed to, and you agree not to, use, copy, sell, offer for sale, or distribute the SDK, Ultraleap Hardware, Ultraleap Software or Ultraleap Redistributables (whether compiled with, incorporated into, or packaged with your Ultraleap Enabled Application or otherwise), for or in connection with uses where failure or fault of the Ultraleap Hardware, Ultraleap Software, Ultraleap Redistributables or your Ultraleap Enabled Application could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”). Any such use is strictly prohibited.
- You acknowledge the SDK may allow you to develop Ultraleap Enabled Applications that enable the control of motorized or mechanical equipment, or other systems, machines or devices. If you elect to use the SDK in such a way, you must take steps to design and test your Ultraleap Enabled Applications to ensure that your Ultraleap Enabled Applications do not present risks of personal injury or death, property damage, or other losses. The Ultraleap Hardware, the Ultraleap Software, the Ultraleap Redistributables and other software in the SDK may not always function as intended. You must design your Ultraleap Enabled Applications so that any failure of Ultraleap Technology and/or such other software as Ultraleap may make available from time to time does not cause personal injury or death, property damage, or other losses. If you choose to use the SDK, (i) you assume all risk that use of the Ultraleap Technology and/or such other software by you or by any others causes any harm or loss, including to the end users of your Ultraleap Enabled Applications or to third parties, (ii) you hereby waive, on behalf of yourself and your Authorized Users, all claims against Ultraleap and its affiliates related to such use, harm or loss (including, but not limited to, any claim that Ultraleap Technology or such other software is defective), and (iii) you agree to hold Ultraleap and its affiliates harmless from such claims.
- Confidentiality and Data Protection
- Beta Software etc. Obligations. You acknowledge and agree that Ultraleap may share alpha or beta software or hardware with you that it identifies as non-public. If so, you agree not to disclose such software or hardware to others without the prior written consent of Ultraleap until the time, if any, it is made public by Ultraleap, and to use such software or hardware only as expressly permitted by Ultraleap. Without limitation to the foregoing, the distribution license set out in section 2.2 shall not apply to any alpha or beta software which may be shared with you.
- Ownership and Feedback
- As between you and Ultraleap, Ultraleap owns all right, title, and interest, including all intellectual property rights, in and to the SDK, the Ultraleap Software, Ultraleap Hardware, the Ultraleap Redistributables, and all documentation associated with the foregoing, other than any third party software or materials incorporated into the SDK. You agree not to contest Ultraleap’s ownership of any of the foregoing.
- Subject to Section 9.1, Ultraleap agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to your Ultraleap Enabled Applications, including any intellectual property rights which subsist in those Ultraleap Enabled Applications.
- Feedback. You may (but are not required to) provide feedback, comments, and suggestions (collectively “Feedback”) to Ultraleap. You hereby grant to Ultraleap a non-exclusive, perpetual, irrevocable, paid-up, transferrable, sub-licensable, worldwide license under all intellectual property rights covering such Feedback to use, disclose, and exploit all such Feedback for any purpose.
- Your Obligations and Warranties
In addition to your other obligations under this Agreement, you warrant and agree that:
- you are at least 18 years of age and have the right and authority to enter into this Agreement on your own behalf and that of your Authorized Users. If you are entering into this Agreement on behalf of your company or organization, you warrant that you have the right and authority to legally bind your company or organization and its Authorized Users;
- you will use the SDK only in accordance with all accompanying documentation, and in the manner expressly permitted by this Agreement; and
- your use of the SDK, and the marketing, sales and distribution of your Ultraleap Enabled Application, will be in compliance with all applicable laws and regulations and all UK, 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), and you will not develop any Ultraleap Enabled Application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
- Agreement and Development Program
- We reserve the right to change this Agreement, the SDK or the Ultraleap development and licensing program at any time in our discretion. Ultraleap may require that you either accept and agree to the new terms of this Agreement, or, if you do not agree to the new terms, cease or terminate your use of the SDK. Your continued use of the SDK 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 SDK and terminate this Agreement. Any termination of this Agreement by you under this Section 11 (and only this Section 11) will not affect your right, subject to your continued compliance with your obligations under this Agreement, to continue to distribute versions of your Ultraleap Enabled Application created and first distributed before termination, and will not affect the right of your End Users to continue using such versions of your Ultraleap Enabled Application, both of which rights will survive termination.
- Term and Termination
- Terms.This Agreement will continue to apply until terminated by either you or Ultraleap as set out below.
- Termination by You.If you want to terminate this Agreement, you may terminate it by uninstalling and destroying all copies of the SDK that are in the possession, custody or control of you, your Authorized Users and your organization.
- Termination by Ultraleap.Ultraleap may at any time, terminate this Agreement with you for any reason or for no reason in Ultraleap’s sole discretion, including as a result of non-compliance by you with the restrictions in in this Agreement, or for other reasons.
- Effect of Termination.Upon termination of this Agreement, all rights granted to you under this Agreement will immediately terminate and you must immediately cease all use and destroy all copies of the SDK in your and your Authorized Users’ possession, custody or control, and, except as specifically set out in Section 11, cease your distribution of Ultraleap Enabled Applications. Sections 3, 8.1, 8.2, 9, 12.4, 14-16, and 17, will survive termination of this Agreement. Termination of this Agreement will not affect the right of your End Users who have downloaded your Ultraleap Enabled Application prior to termination to continue using it.
- You agree to indemnify, hold harmless and, at Ultraleap’s option, defend Ultraleap and its affiliates and their respective officers, directors, employees, agents, and representatives harmless from any and all judgments, awards, settlements, liabilities, damages, costs, penalties, fines and other expenses (including court costs and reasonable attorneys’ fees) incurred by them arising out of or relating to any third party claim (a) with respect to your Ultraleap Enabled Application, including products liability, privacy, or intellectual property infringement claims, or (b) based upon your negligence or wilful misconduct or any breach or alleged breach of your representations, warranties, and covenants under this Agreement. In no event may you enter into any settlement or like agreement with a third party that affects Ultraleap’s rights or binds Ultraleap or its affiliates in any way, without the prior written consent of Ultraleap.
- Warranty Disclaimer.
- THE SDK, THE ULTRALEAP SOFTWARE AND THE ULTRALEAP REDISTRIBUTABLES ARE 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 SDK, THE ULTRALEAP SOFTWARE AND THE ULTRALEAP REDISTRIBUTABLES, INCLUDING THEIR CONDITION, AVAILABILITY, OR THE EXISTENCE OF ANY LATENT DEFECTS, AND ULTRALEAP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SUITABILITY, AND FITNESS FOR ANY PURPOSE. ULTRALEAP DOES NOT WARRANT THAT THE SDK, THE ULTRALEAP SOFTWARE OR THE ULTALEAP REDISTRIBUTABLES WILL BE ERROR-FREE OR THAT THEY WILL WORK WITHOUT INTERRUPTION.
- Limitation of Liability.
- ULTRALEAP SHALL NOT IN ANY CIRCUMSTANCES WHATEVER BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT FOR:
- LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;
- BUSINESS INTERRUPTION;
- LOSS OF ANTICIPATED SAVINGS;
- LOSS OR CORRUPTION OF DATA OR INFORMATION;
- LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION; OR
- ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
- 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 $1,000 (ONE THOUSAND US DOLLARS). 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.
- 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 HARDWARE, ULTRALEAP SOFTWARE, THE SDK, THE ULTRALEAP REDISTRIBUTABLES, OR ANY OTHER ULTRALEAP TECHNOLOGY 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.
- Assignment.You 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 your consent in connection with (a) a merger or consolidation of Ultraleap, (b) a sale or assignment of substantially all its assets, or (c) any other transaction which results in another entity or person owning substantially all of the assets of Ultraleap, or (d) to any of its affiliates. 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.
- 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.
- 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. The software in the SDK is licensed, not sold.
- Export Restrictions.The Ultraleap Software is subject to United States and UK export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Ultraleap Software. These laws include restrictions on destinations, end users, and end use.
- Governing Law and Jurisdiction.This Agreement will be exclusively governed by and construed under the laws of the England and Wales, without reference to or application of rules governing choice of laws. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of courts of England and you hereby consent to such jurisdiction. However, Ultraleap may apply to any court or tribunal worldwide, including but not limited to those having jurisdiction over you or your Authorized Users, to seek injunctive relief.
- Relationship of the Parties.This Agreement does not create any agency, partnership, or joint venture relationship between Ultraleap and you. This Agreement is for the sole benefit of Ultraleap and you (and indemnified parties), and no other persons will have any right or remedy under this Agreement.
- Notices.The address for notice to Ultraleap under this Agreement is:
The West Wing
Bristol, BS2 0EL
Ultraleap may provide you notice under this Agreement by email or other electronic communication or by posting communications to its development community on the Ultraleap developer portal. You consent to receive such notices in any of the foregoing manners and agree that any such notices by Ultraleap will satisfy any legal communication requirements.
- Entire Agreement.This 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.
Whenever capitalized in this Agreement:
“Authorized Users” means your employees and contractors, members of your organization or, if you are an educational institution, your faculty, staff and registered students, who (a) have a demonstrable need to know or use the SDK in order to develop and test Ultraleap Enabled Applications on your behalf and (b) each have written and binding agreements with you to protect against the unauthorized use and disclosure of the SDK consistent with the terms and conditions of this Agreement. Authorized Users do not include End Users.
“End User” means your end user customer(s) or licensee(s).
“Non-Redistributable Materials” means the Ultraleap Software, and any other code, files or materials that are not specifically designated in the SDK as made available for incorporation into Ultraleap Enabled Applications or that are specifically designated in the SDK as not subject to distribution.
“SDK” means, collectively, the Ultraleap Redistributables, tools, APIs, sample code, software, documentation, other materials and any updates to the foregoing that may be provided or made available to you by Ultraleap in connection with this Agreement, via the Ultraleap developer portal or otherwise for use in connection with the Ultraleap development program to develop Ultraleap Enabled Applications.
“Specialized Application” means an Ultraleap Enabled Application which does not fall within the permitted uses set out in this Agreement.
“Ultraleap” “we” or “us” means Ultraleap Limited, a company registered in England with company number 08781720, with a principal place of business at The West Wing, Glass Wharf, Bristol, BS2 0EL, United Kingdom.
“Ultraleap Hardware” means the Leap Motion Controller or Stereo IR 170, each being a device that detects and reads movements within a 3-D interaction space to precisely interact with and control software on a computing device, or an Ultraleap-authorized embedded optical module.
“Ultraleap Redistributables” means any .lib code, .dll files, .so files, sample code, or other materials we specifically designate in the SDK as made available for incorporation into or distribution with Ultraleap Enabled Applications.
“Ultraleap Software” means the Ultraleap core services application and related applications that interact with Ultraleap Hardware and an operating system to make motion control functionality available to Ultraleap Enabled Applications, and includes any Updates thereto.
“Updates” means updates, upgrades, modifications, enhancements, revisions, new releases or new versions to the SDK that Ultraleap may make available to you in connection with this Agreement.
Other capitalized terms used in this Agreement have the meaning given them elsewhere in this Agreement.
Supplemental Terms Applicable to the Use of Image API
- Purpose. You and/or your Ultraleap Enabled Application may access the Image API and use image data available through the Image API only for the purpose of developing and testing Ultraleap Enabled Applications, and only for use with Ultraleap Hardware. You may not use the Image API to develop or aid development of competing motion tracking hardware or software. Any use of the Image API is subject to the terms of the Agreement.
- Data Protection.
- You must obtain specific, opt-in consent from the user for any use that is beyond the limited and express purpose of your Ultraleap Enabled Application.
- You and your Ultraleap Enabled Application must use and store information collected form users securely and only for as long as it is required.
- You agree that you will protect the privacy and legal rights of users, and will comply with all applicable criminal, civil, and statutory privacy and data protection laws and regulations.