Effective July 21 2023
These Croquet OS Platform LICENSE AGREEMENT terms and conditions are entered into on the Effective Date (as defined in the Order) by and between Croquet Corporation (“Croquet”) and Licensee, the entity specified in the Order (as defined below), and governs access to and use of the Croquet OS Platform.
1.1 Platform. Croquet develops and manages a software system for creating multi-user digital experiences on the web. Under this Agreement, Croquet will provide Licensee with access to the “Croquet OS Platform,” which may consist of lib code, sample code, APIs, Quick Start Frameworks, reference applications, Premium Applications, documentation or other materials (each a “Platform Tool”) to facilitate the development of, or for incorporation into, or distribution with, third party applications (each an “App”) created by or for You, to facilitate access to Croquet’s network of public reflectors and software services which enable cross platform, real-time interactivity.
1.2 Agreement. This Agreement consists of these terms and conditions, and the “Order,” which means the order form (online or signed by the parties) that is agreed to by and between Croquet and Licensee and references these terms, and that specifies at a minimum the Licensee, Effective Date, and any additional or paid services (such as support) chosen by Licensee, as well as any fees payable therefor. If and only if specified in the Order, this Agreement will include the Service Level Agreement and Support Policy referenced therein. Certain terms of this Agreement only apply to paid licenses, which means that the Order indicates that payment is required from Licensee, and Licensee makes such payments as required hereunder.
1.3 Parties. The Order will indicate which party (the Licensee or another party) is responsible for payment of fees. If the Order indicates that a party other than Licensee is responsible for payment of fees, Licensee shall, upon Croquet’s request, cause such other party to acknowledge such obligation in writing.
1.3(a). Solo Developer. Licensee may wish access to the Croquet OS Platform for its own use, to create Apps for use by Licensee or for licensing to others.
1.3(b). Client Work. Licensee may also wish such access in order to perform work on behalf of a client of Licensee, in which case Licensee represents and warrants that it has the authority to bind such client, and must ensure that the applicable terms of this Agreement are agreed to in writing by such client, and that each of Licensee and such client will be jointly and severally responsible for abiding by the terms of this Agreement. Upon Croquet’s request, Licensee shall provide copies of such agreements with clients.
1.3 (c). Enterprise Development. Licensee may also wish such access to develop its own Apps via contractor developers engaged by Licensee, in which case Licensee must ensure that the applicable terms of this Agreement are agreed to in writing by such contractor developers, and Licensee will be responsible for such contractors abiding by the terms of this Agreement. Upon Croquet’s request, Licensee shall provide copies of such agreements with contractors.
2.1 License. Subject to the terms of this Agreement, Croquet grants Licensee a limited, worldwide, non-assignable, non-exclusive, and non-sublicensable license, during the term of this Agreement, to use the Platform Tools solely to develop Apps that interact with the Croquet OS Platform. Croquet may designate certain scripts or code as necessary to include in Licensee’s Apps (“Run-Time Files”). Subject to the terms of this Agreement, Croquet grants Licensee a limited, worldwide, non-assignable, non-exclusive, and non-sublicensable license, during the term of this Agreement, to distribute the Run-Time Files, solely as part Apps that interact with the Croquet OS Platform, provided that any such distribution must be under terms that disclaim all warranties and liabilities on behalf of Croquet, contain restrictions substantially similar to Section 3.4 (No Reverse Engineering), and grant to the end user only the right to use the Run-Time Files as party of Licensee’s Apps.
2.2 Delivery. Licensee is responsible for downloading via Croquet’s repository and installing Croquet OS Platform on Licensee equipment. Croquet shall give Licensee access to download theCroquet OS Platform at a site to be designated by Croquet.
3.2 Ownership. As between Licensee and Croquet, Croquet retains all legal right, title and interest in and to the Platform Tools and Croquet OS Platform, including any and all Intellectual Property Rights thereto. As used herein, "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Croquet reserves all rights not expressly granted to Licensee hereunder.
3.3 Feedback. If Licensee provides any technical information or suggestions to Croquet (whether oral or written) in connection with Croquet OS Platform (including but not limited to reporting errors, or making suggestions for improvements or changes to the Platform Tools or the Croquet OS Platform), Licensee hereby grants Croquet a perpetual, irrevocable, non-terminable and unrestricted right to use such informatIon or suggestions for its business purposes, including for product support and development.
3.4 No Reverse Engineering. Except to the extent the following restriction is prohibited by law, Licensee shall not decompile, reverse engineer, or disassemble the Platform Tools, Croquet OS Platform, or any part thereof.
3.5 Third Party Open Source Components. Notwithstanding the licenses granted in this Agreement, Licensee acknowledges that certain components of Croquet OS Platform (“Open Source Components”) may be covered by third party open source software licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses. Licensee acknowledges receipt of license notices for the Open Source Components for the initial delivery of the Product. To the extent required by the licenses covering third party Open Source Components, the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to third party Open Source Components prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of the licenses applicable to third party Open Source Components require Seller to make an offer to provide source code or related information in connection with the Open Source Components, such offer is hereby made. Any request for source code or related information should be directed only to: firstname.lastname@example.org.
3.6 Updates and Changes. Croquet may, in its sole discretion, update or change Croquet OS Platform. Licensee acknowledges that future versions of Croquet OS Platform may be incompatible with Apps developed using previous versions of Croquet OS Platform. For paid licenses, Croquet shall provide a reasonable notice of any incompatibility known to Croquet, no less than 30 days prior to such change.
3.7 Trademarks and Branding. Nothing in this Agreement gives Licensee a right to use any of Croquet's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Further, Licensee will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within any of the Platform Tools.
3.8 Support. Except as may be expressly set forth in the Order, Croquet is not obligated to provide any technical or other support (“Support”) for Croquet OS Platform. However, Licensee may post questions to the Croquet Licensee Discord channel at https://croquet.io/discord If the Order so specifies, Croquet shall, during the term of this Agreement, provide support in accordance with the Support Policy referenced in the Order. Croquet may update its Support Policy upon written notice.
4.1 Acceptable Use. Licensee shall use Croquet OS Platform only for purposes that are permitted by any applicable laws, statutes or regulations. From time to time, Croquet may publish Acceptable Use Policies, in which case Licensee must also abide by such policies. Croquet may, in its sole discretion, restrict access to the Croquet OS Platform for any App that violates the foregoing, or that Croquet otherwise determines will cause liability or damage to Croquet, its systems or technology, or other Croquet customers or Licensees. Licensee, and not Croquet, is solely responsible for any data, content, or resources created, transmitted or displayed via Apps. Croquet may update such Acceptable Use Policies upon written notice.
4.4 Service Levels. If the Order so specifies, Croquet shall, during the term of this Agreement, provide support in accordance with the Service Level Agreement (SLA) referenced in the Order. SLAs will only apply to paid licenses. Croquet may update its SLAs upon written notice.
Unless otherwise indicated in the Order, Licensee’s use of Croquet OS Platform under this Agreement is free of charge. However, an App’s connection to the Croquet OS Platform may be subject to fees in accordance with Croquet’s latest published pricing as published from time to time (the “Croquet Fees Schedule”). Use within the “free tier” is free of charge, but additional use will be subject to the fees in the Croquet Fees Schedule. Your Licensee account will be charged the applicable access fee if you elect to use one of Croquet’s pre-built applications (“Premium Applications”).
6.1 Term. The term of this Agreement commences on the Effective Date, or the date Licensee first gains access to Croquet OS Platform, whichever is first. The term will continue unless and until terminated by either you or Croquet as set out below.
6.2 Termination. Croquet may at any time, terminate this Agreement and deactivate Licensee’s account if: (A) Licensee breaches any provision of this Agreement; or (B) Croquet is required to do so by law; or (C) upon reasonable notice, but in no event less than 30 days notice, if Croquet elects to no longer provide Croquet OS Platform or certain parts thereof. In addition, Croquet may terminate this Agreement at any time, for any reason or no reason, on no less than 30 days notice, provided that if such termination is not for cause, Croquet will refund any unused prepaid fees on a prorated basis. Croquet may provide notice via the email address set forth in the Order. Licensee may, at any time, terminate this Agreement if Croquet breaches any provision of this Agreement and does not cure such breach within 30 days after providing Croquet with notice of such breach in reasonable detail.
6.3 Effect of Termination. Upon termination of this Agreement, Licensee shall immediately destroy all copies of the Platform Tools in its possession or control and discontinue distribution of all Apps.
6.4 Survival. Sections 1.3 (Parties), 3.2 (Ownership), 3.3 (Feedback), 3.4 (No Reverse Engineering), 3.5 (Third Party Open Source Components), 6.3 (Effect of Termination), 7 (Warranties), 8 (Limitation of Liability), 9 (Confidentiality), 10 (Indemnification), 11 (Dispute Resolution) and 12 (General) will survive any termination and/or expiration of this Agreement.
LICENSEE ACKNOWLEDGES THAT ITS USE OF THE PLATFORM TOOLS AND CROQUET OS PLATFORM IS AT LICENSEE’S SOLE RISK AND THAT THE PLATFORM TOOLS AND CROQUET OS PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM CROQUET. CROQUET EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
CROQUET, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE HEREUNDER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING IN CONNECTION WITH ANY LOSS OF DATA, WHETHER OR NOT CROQUET OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF SUCH DAMAGES. IN NO EVENT WILL CROQUET’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO THE CROQUET OS PLATFORM OR PLATFORM TOOLS EXCEED THE GREATER OF (A) ONE HUNDRED US DOLLARS; OR (B) FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. 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.
Licensee shall defend, indemnify and hold harmless Croquet, its affiliates and their respective directors, officers, shareholders, 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 attorney’s fees) arising out of or accruing from (a) use of the Platform Tools or Croquet OS Platform, (b) any App developed with the Platform Tools, including due to such App infringing any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defaming any person or violates their rights of publicity or privacy, and (c) any non-compliance with the terms of this Agreement.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively by final binding arbitration administered by JAMS and conducted before one commercial arbitrator. The arbitration will take place in Los Angeles County, California. Judgment on any arbitration award may be entered in any court having proper jurisdiction. Nonetheless, a party may file an application in any court of competent jurisdiction for a provisional remedy pending the commencement of the arbitration. The prevailing party in any arbitration or court proceeding will be entitled to reasonable costs and attorneys’ fees. Process may be served upon a party by mailing such process to its address for notices as provided for herein. Should any litigation be commenced among the parties in relation to this Agreement, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to its attorneys’ fees in connection with such litigation or in a separate action brought for that purpose.
12.1 Entire Agreement. This Agreement constitutes the whole legal agreement regarding the subject matter of this Agreement. Any modification of this Agreement must be in writing and duly agreed to by the parties.
12.2 Waiver. If either party does not exercise or enforce any legal right or remedy which is contained in this Agreement, this will not be deemed a waiver of such party’s rights.
12.3 Warranty. Each of Croquet and Licensee represents and warrants that it is duly organized, validly existing and in good standing under the laws of its state of its incorporation and has the power and authority to enter into this Agreement.
12.4 Severability. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement and, to the extent possible under law, reformed to effectuate the intent of the parties. The remaining provisions of this Agreement will continue to be valid and enforceable.
12.5 No Third Party Beneficiaries. No other person or company shall be third party beneficiaries to this Agreement.
12.6 Export Restrictions. The licenses granted hereunder are subject to United states export laws and regulations.
12.7 No Assignment. The rights granted in this Agreement may not be assigned or transferred by Licensee without Croquet’s prior written approval, which it may give or withhold in its discretion. Licensee has no right to delegate its responsibilities or obligations under this Agreement without Croquet’s prior written approval. Croquet may freely assign, transfer or delegate its rights or obligations hereunder.
12.8 Governing Law. This Agreement shall be interpreted according to the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on the International Sale of Goods will not apply.