THIS FREEWARE LICENSE AGREEMENT (the “Agreement”) constitutes a binding contract between you and your company (in either event, “you” or “Licensee”) and Metaverse Investments, Ltd. dba Sansar (“Sansar”) regarding your use of any free version of software made available by Sansar (the “Freeware”), from time to time and at its sole discretion. YOUR USE OF THE FREEWARE CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
1. Freeware License and Ownership
1.1. Components and Freeware
Sansar’s Freeware platform consists of several individual programs (each, a “Component”) that work alone or together to facilitate the creation and use of characters, event, promotions, and other means of participation on Sansar’s proprietary metaverse platform (the “Platform”). The Components, including any and all source code, upgrades, updates, modifications, revisions, copies, and associated documentation made available by Sansar for download by Licensee at no charge are collectively referred to herein as the “Freeware.” Every time Licensee downloads or accesses the source code for a Component, such action will constitute Licensee’s acceptance and agreement to be bound by this Agreement. All Freeware shall be deemed delivered to Licensee when downloaded by Licensee.
1.2. License Grant by Sansar
Subject to the terms of this Agreement, Sansar hereby grants Licensee a revocable, nonexclusive, license to use, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Freeware and Derivative Works. As used in this Agreement, “Derivative Works” means and includes any work that is based on or derived from the Freeware and for which the editorial revisions, annotation, elaborations, or other modifications represent, as a whole, an original work of authorship. Derivative Works do not include works that remain separable from, or merely link to the interfaces of the Freeware and/or Derivative Works.
1.3. License Grant by Licensee
Subject to the terms of this Agreement, Licensee hereby grants Sansar and its licensors an irrevocable, nonexclusive, royalty free license, to prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute Licensee’s Derivative Works.
1.4. Third-Party Components
The Freeware may contain or be accompanied by certain third-party software programs or code (collectively, “Third-Party Components”), the use of which may be subject to the terms, conditions, privacy policies, and disclaimers of such third parties. Licensee may only use such Third-Party Components as integrated with and part of the Freeware. The licensors of the Third-Party Components are intended beneficiaries of this Agreement, as it pertains to Licensee’s rights to use such Freeware.
Licensee shall not (and shall not allow any end user or third party to) (i) remove any product identification, copyright or other notices embedded within the Freeware, or (ii) circumvent the Monetization Platform as discussed more fully in Section 2 below.
1.6. Prohibited Uses
Licensee agrees that it will not generate, publish or transmit through the Freeware any content (or links to any content) that Sansar reasonably believes: (i) constitutes, depicts, fosters, promotes or relates in any manner to unlawful use of child pornography, bestiality, non-consensual sex acts, or otherwise unlawfully exploits persons under 18 years of age; (ii) is excessively violent, incites violence, threatens violence, contains harassing content or hate speech, creates a risk to a person’s safety or health, or public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iii) is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes; (iv) is defamatory or violates a person’s privacy; or (v) is otherwise malicious, fraudulent, morally repugnant, or may, in Sansar’s sole discretion, have negative effect upon the integrity of the Services or deliverability of email.
As between the parties, Sansar shall retain all rights, title and interest in and to the Freeware including all modifications, Sansar Derivative Works or improvements, and all related intellectual property rights. From time to time, Sansar may ask Licensee to provide feedback, suggestions, or other data regarding the Freeware and possible improvements thereto and any inventions, improvements, modifications, developments, and/or new functionality or features made by Sansar will be the exclusive property of Sansar.
The Freeware, and each Component thereof, is Copyright 2022 Metaverse Investments Ltd. and/or its licensors (including, without limitation, Source Digital, Inc.). The above copyright notice shall be included in all copies or substantial portions of the Freeware.
1.9. Paid Version
Licensee understands and agrees that Sansar may now, or at any point in the future, offer paid versions of the Components to commercial users for a fee (the “Paid Versions”). Licensee acknowledges that the Freeware may have more limited functionality than Paid Versions.
1.10. Right to Discontinue
Licensee understands and acknowledges that Sansar may discontinue the availability of the Freeware, or any Component, at any time and at its exclusive discretion.
1.11. Federal Government Use
If the Freeware, individual Components, or any portion thereof, are provided or made available for use by a federal government agency or body, the rights granted therein (and all technical data and software associated therewith) to such government agency or body include only those rights customarily provided to the other users of the Freeware as described in this Agreement, except for terms that are contrary to applicable mandatory law. All technical data, software and content included within the Freeware were developed exclusively at private expense. This customary commercial license is provided in accordance with FAR 48 CFR 12.212 and DFAR 48 CFR 227.7202.
Licensee acknowledges that the Freeware may be subject to United States export laws and regulations, including but not limited to the U.S. Export Administration Regulations (“EAR”), and may be subject to export and import laws of other countries. The Licensee agrees to comply with the EAR and all other applicable export laws and regulations. Licensee will not export or re-export the Freeware, directly or indirectly, to: (i) any countries that are subject to U.S. export restrictions (including, but not limited to, Russia, Cuba, Iran, Iraq, North Korea, Sudan, and Syria); (ii) any end user whom Licensee knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government including entities or individuals found on the U.S. screening lists. In addition, Licensee is responsible for complying with any local laws in Licensee’s jurisdiction which may impact its right to import, export, or use the Freeware.
2. Redistribution Rights
Licensee may reproduce and distribute copies of the Freeware and Licensee’s Derivative Works in any medium, with or without modifications, provided that all of the following conditions are met:
a. Licensee may not modify, create, use, reproduce, or distribute any copies of the Freeware or Derivative Works that circumvent, block, replace, divert end user clicks, traffic, or transactions away from, or are otherwise incompatible with Sansar’s Monetization of the Platform. As used herein, “Monetization” means and includes any revenue-generating feature or functionality of the Platform, including without limitation, embedding of Source Activated Moments or “SAMs,” third-party advertising, on-Platform purchases and related transactions, and so forth. In other words, all copies of the Freeware and Derivative Works, must work with—and not against—Sansar’s existing Monetization framework. Subject to and without waiving the foregoing, nothing herein shall prevent Licensee from earning revenue through Derivative Works so long as it is through the Platform’s Monetization. In order to do so, Licensee may be required to open an account with Sansar’s third-party providers of Monetization services and functionality, including Tilia, Inc.
b. Licensee must give any other recipients of the Freeware or Derivative Works a copy of this License
c. Licensee must cause any modified files to carry prominent notices stating that Licensee changed the files
d. Licensee must retain, in the source code of any Derivative Works that Licensee distributes, all copyright, patent, trademark, and attribution notices from the source code of the Freeware, excluding those notices that do not pertain to any part of the Derivative Works.
e. If the Freeware includes a "NOTICE" text file as part of its distribution, then any Derivative Works that Licensee distributes must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the source code or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. Licensee may add Licensee’s own attribution notices within Derivative Works that Licensee distributes, alongside or as an addendum to the NOTICE text from the Freeware, provided that such additional attribution notices cannot be construed as modifying the License.
f. Licensee shall not use or modify the Freeware, or any Component thereof, or create any Derivative works
g. Licensee may add Licensee’s own copyright statement to Licensee’s modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Licensee’s modifications, or for any such Derivative Works as a whole, provided Licensee’s use, reproduction, and distribution of the Freeware otherwise complies with the conditions stated in this License.
3. No Warranty, Maintenance or Support.
Licensee is solely responsible for its selection and use of each Component and the Freeware generally and assumes all risk associated therewith. Because the Freeware is provided at no charge to Licensee, THE FREEWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL SANSAR OR ITS LICENSORS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE FREEWARE OR THE USE OR OTHER DEALINGS IN THE FREEWARE. Sansar makes no uptime or service level commitment regarding the Freeware. Licensee understands and acknowledges that Sansar is not obligated to update, upgrade, fix bugs or other errors, or otherwise provide any maintenance or support for the Freeware.
4. Limitation of Liabilities
Because the Freeware is provided at no charge to Licensee, IN NO EVENT SHALL SANSAR BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, WHATSOEVER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL SANSAR BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF GOODWILL OR LOST DATA.
5. Term and Termination
The initial term of this Agreement shall commence on the Effective Date and continue for twelve (12) months thereafter. Upon expiration of a term, this Agreement shall automatically renew for successive terms of 12 months each unless (i) either Party terminates the Agreement pursuant to Section 9(b) below; or (ii) Licensee exercises its Purchase Option.
This Agreement may be terminated as follows: (i) by Sansar, immediately, for any violation by Licensee of the scope of the license rights granted herein; (ii) by either Party upon thirty (30) days written notice if the other Party shall be in breach or default of any material provision of this Agreement, unless such breach is cured before the end of such thirty (30) day period, (iii) upon the exercise by Licensee of the Purchase Option and execution by the Parties of a separate contract governing the same, or (iv) if, no less than thirty (30) days prior to the expiration of the then-current term of this Agreement, either Party provides the other Party with written notice of its intent not to renew the Agreement for an additional term.
5.3. Effect of Termination
Upon any termination hereof, (i) all rights and licenses granted to Licensee shall immediately terminate and Licensee shall immediately cease use of and return or destroy all copies of the Freeware, and (ii) any rights to payment, any right of action for breach of the Agreement prior to termination, and the following provisions shall survive: Sections 1(c), 1(d), 2, 6, 7, 8, 9, 10(c), 11 and 12.
Licensee shall indemnify, defend, and hold harmless Sansar, its officers, directors, and employees, from and against any third-party claims, actions, demands, liabilities, settlements, and damages including reasonable attorneys’ fees and costs arising from or related to: (i) Licensee’s breach of this Agreement; (ii) the violation of any third party rights arising from or related to the Licensee’s use of the Freeware, or (iii) the violation of any law, rule or regulation by Licensee or its agents. Sansar shall (i) notify Licensee in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding, (ii) allow the Licensee, at its own expense, to direct the defense of such suit, claim or proceeding, and (iii) not enter into any settlement of any such suit, claim or proceeding without Sansar’s written consent, which shall not be unreasonably withheld or delayed.
7. General Provisions
7.1. Independent Contractors
Sansar and Licensee are independent contractors, and this Agreement shall not create any partnership, agency, joint venture, or employment relationship.
7.2. Third-Party Beneficiaries.
Sansar’s licensors are third-party beneficiaries of this Agreement. Except as expressly provided in this Agreement, this Agreement is solely for the benefit of Licensee and Sansar and is not for the benefit of any third party.
7.3. Governing Law; Dispute Resolution.
This Agreement shall be governed by the laws of the United States and the Commonwealth of Pennsylvania without respect to choice of law rules. The parties agree that any legal proceeding arising out of or relating to this Agreement shall be exclusively brought in the state and federal courts located in or nearest to Philadelphia, Pennsylvania, and both Sansar and Licensee submit to the personal jurisdiction of such courts. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. The prevailing party in any such dispute shall be entitled to an award of reasonable attorneys’ fees and expenses related to the litigation.
Should any provision of this Agreement be deemed invalid or unenforceable, the remaining portions shall remain in full force and effect in accordance with the original intentions of the Parties.
7.5. Modification; Waiver.
This Agreement may not be modified or amended except in writing signed by both parties. No Licensee insertion orders, website terms, purchase orders, or similar documents shall vary or add to the terms of this Agreement. No provision of this Agreement may be waived except in writing signed by the party to be charged. No waiver of any of the provisions of this Agreement shall be deemed or constitute a continuing waiver.
7.6. Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Licensee may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Sansar. Sansar may assign its rights and obligations under this Agreement without notice to or approval of Licensee.
The section headings of this Agreement are provided for purposes of convenience only and shall be of no effect in the interpretation or meaning of any provision.
7.8. Entire Agreement
This Agreement, and all other documents expressly incorporated herein by reference, constitute the entire understanding of the parties with respect to the Freeware and supersede all prior or contemporaneous oral or written agreements, understandings, and representations.