SMALLab Learning, LLC – SDK Terms of Use

Software Development Kit

Terms of Use

The SMALLab Learning Software Development Kit (“SDK”) provides a set of software objects, scripts, and assets for use within the Unity3D Game Engine (http://unity3d.com). The SDK is compatible with the free and pro versions of Unity3D. The SDK enables developers to rapidly implement embodied learning scenarios for SMALLab Learning products and platforms.  These platforms include SMALLab and Flow. We are providing this SDK to you solely for the purpose of developing and using applications (“Scenarios”) exclusively for your own internal use and for SMALLab Learning products and platforms.

TO USE THE SDK, YOU MUST AGREE TO THESE TERMS OF USE AND ALL DOCUMENTS REFERENCED AND INCLUDED IN THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE SDK.

Developer Account and Publisher Account 

To access the SDK, you must be at least 13 years old and establish a Developer Account. To publish your Scenarios in the SMALLab Learning Scenario Store, you must be at least 18 years old and establish a Publisher Account.

If you are establishing a Developer Account or a Publisher Account on behalf of an organization, you hereby warrant that you are authorized to act on behalf of that organization. As part of the registration process, you will select a user name and password. You are responsible for maintaining the confidentiality and security of your user name and password and you will be responsible for all uses of your user name and password, whether or not authorized by you. You must notify SMALLab Learning of any known or suspected unauthorized use of your account, or known or suspected theft of your user name and password. You must keep all your information in your Developer Account and/or Publisher Account accurate, current, and complete.

Rights and Restrictions

Subject to these Terms of Use, SMALLab Learning grants you a limited, nonexclusive, non-sublicensable and revocable license to:

  • reproduce, display, publicly perform and create derivative works of the SDK for the sole purpose of developing Scenarios exclusively for use with SMALLab Learning products and platforms; and
  • distribute and use these Scenarios within the organization identified in your Developer Account and at the SMALLab Learning Scenario Store.

You are prohibited from the following:

  • distributing the SDK;
  • granting any rights in and to the SDK to any third party;
  • using the SDK to develop Scenarios for use with any products or platforms that are not SMALLab Learning products and platforms;
  • distributing Scenarios outside of the SMALLab Learning products and platforms; and
  • using the SDK in any manner that violates these Terms of Use, SMALLab Learning’s policies and procedures referenced in these Terms of Use, the rights of SMALLab Learning’s licensors and the law.

In consideration of the rights granted to you in these Terms of Use, you hereby grant SMALLab Learning an exclusive, perpetual and royalty-free license to:

  • modify and create derivative works of your Scenarios to make them compatible with all SMALLab Learning products and platforms and to ensure compatibility with operating systems and standard peripherals that constitute our current and future platforms;
  • reproduce, distribute, display and publicly perform your Scenario;
  • distribute and sell the Scenario at the SMALLab Learning Scenario Store and any successor or equivalent of that store, subject to these Terms of Use regarding Revenue Sharing.

Intellectual Property

Subject to the rights and licenses granted in these Terms of Use and the rights of SMALLab Learning’s licensors, you retain the intellectual property rights in and to your Scenarios. If SMALLab Learning wishes to include – in future versions of the SDK – certain modular objects, scripts or assets from your Scenarios, SMALLab Learning will contact you directly, seeking to negotiate appropriate licensing terms. You agree to negotiate in good faith the terms of that license.

SMALLab Learning and its licensors retain all right, title and interest in and to the SDK and all individual elements, components and subparts of the SDK. Under no circumstances will these Terms of Use be constructed, by implication, estoppel or otherwise, to confer any right in or to SMALLab Learnings’s and its licensors’ intellectual property rights that are not explicitly listed in these Terms of Use. If you challenge the validity, title and any other rights in and to the intellectual property of SMALLab Learning and its licensors, SMALLab Learning may terminate these Terms of Use immediately upon notice to you at the email address provided in your Developer Account.

You acknowledge and agree that the rights of SMALLab Learning are subject to certain licenses with third parties. If any term in these Terms of Use is inconsistent with the terms of SMALLab Learning’s agreements with its licensors, SMALLab Learning will immediately notify you at the email address provided in your Developer Account and the terms in SMALLab Learning’s agreements with its licensors will govern. If you are notified of any different terms and you do not wish to accept these terms, you may terminate these Terms of Use by providing notice to developer@smallablearning.com.

SMALLab Learning Scenario Store

To publish your Scenarios in the SMALLab Learning Scenario Store, you must be 18 years of age and establish a Publisher Account. When you have established a Publisher Account, we will provide you or your organization with a publisher profile page at http://smallablearning.com. The profile page includes a bio or organization description, your URL, and a logo or picture. You can edit and update your profile page at anytime by logging into your Publisher Account. You may also publish lesson guides and supportive materials for your Scenario(s) on your profile page.

We will credit you as the author of your Scenario(s) in the following ways:

  • within the Scenario on one page of the required ‘Info Pages” you can include logos, images, descriptions, and URLs for you and your organization; and
  • the Scenario summary view and detail page will link to your profile page with your logo, description, and url.

For your Scenario to qualify to be published in the Scenario Store, you will:

  • comply with and provide all documentation required in the SMALLab Learning Scenario Guidelines; and
  • provide an exported Unity3D package that contains all code, assets, and configuration files.

SMALLab Learning reserves the right to reject any Scenario from the Scenario Store.

Revenue Sharing

We collect revenues from purchase and subscription fees for Scenarios at our SMALLab Learning Scenario Store. When SMALLab Learning posts your Scenario to the SMALLab Learning Scenario Store, you will be entitled to share in the revenue generated from downloads of your Scenario subject to the terms in these Terms of Use. You must provide us with your valid mailing address and social security number or employer identification number in order to receive your revenue sharing payment.

We set the pricing for all Scenarios and that pricing is determined at our sole discretion. We allocate revenue generated during a quarter as a percentage of the total Scenarios downloaded. We will pay you 70% of the revenue allocated to your Scenario(s). For example, if the downloading of all Scenarios generated $1,000 in revenue for a quarter, and 100 Scenarios were downloaded including 5 of your Scenarios, then $50 (5%) of the revenue for that quarter is allocated to your Scenario(s) and we would pay you $35 as your revenue sharing payment ($50 x 70%).

SMALLab Learning will provide quarterly reports within 30 days of the end of each calendar quarter and revenue distributions to you in those quarters when you are entitled to a revenue sharing payment. The quarterly report will summarize the total Scenario downloads from the Smallab Learning Scenario Store, the total number of your Scenario(s) downloaded, the total revenue from Scenario(s) and your revenue sharing payment. If you have any question or concerns with a revenue sharing quarterly report, you must notify us within 60 days of the date of the quarterly report. If you fail to notify us of any discrepancies, you waive any rights to make any claims regarding revenue sharing payments for that quarter.

Termination

In addition to any other rights of termination set forth in these Terms of Use, SMALLab Learning may terminate these Terms of Use upon your breach of any of the terms and conditions set forth or incorporated into these Terms of Use and you may terminate these Terms of Use by sending a notice of termination to developer@smallablearning.com. Upon termination of these Terms of Use for any reason, the licenses you granted to SMALLab Learning will continue subject to SMALLab Learning’s continued payment of the revenue sharing payment. All rights and licenses granted to you will terminate upon termination of these Terms of Use.

Limitation of Liability

SMALLAB LEARNING WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR PUNITITVE DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SDK OR THE RIGHTS AND LICENSES GRANTED UNDER THESE TERMS OF USE EVEN IF SMALLAB LEARNING HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SMALLAB LEARNING ARISING OUT OF OR RELATING TO THE USE OF THE SDK OR THE RIGHTS AND LICENSES GRANTED UNDER THESE TERMS OF USE EXCEED ANY COMPENSATION, IF ANY, SMALLAB LEARNING IS PAID FOR YOUR SCENARIOS. Some jurisdictions do not allow the limitation of incidental, consequential, indirect or special damages so the above limitations may not apply to you.

Disclaimer

THE SDK IS PROVIDED TO YOU “AS IS” WITH NO WARRANTIES OF ANY KIND. SMALLAB LEARNING AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of certain implied warranties, so the above disclaimer may not apply to you.

ANY SCENARIOS PROVIDED BY YOU TO SMALLAB LEARNING ARE PROVIDED “AS IS” AND YOU DISCLAIM ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Disputes

You explicitly agree that all disputes, claims, or other matters arising from or relating to your use of the SDK will be governed by the laws of the State of Arizona, without regard to its conflicts of law principles. You agree that if any disputes arising from or relating to these Terms of Use are unable to be resolved through discussion and negotiation, all claims will be heard and resolved in a court of competent subject matter jurisdiction located in Maricopa County, Arizona. You consent to the personal jurisdiction and venue of these courts over you, stipulate to the fairness and convenience of proceeding in these courts, and covenant not to assert any objection to proceeding in these courts.

Additional Agreements

In addition to these Terms of Use, the SMALLab Learning privacy policy and the additional terms and documents referred to in these Terms of Use are included in and hereby incorporated into these Terms of Use.

 

Last Updated: 04/10/2015