Interlacer SDK End User License Agreement

Spatial View Inc.

3DeeInterlacing SDK Licence Agreement

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SOFTWARE. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SPATIAL VIEW. IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS, WHICH INCLUDE A ROYALTY PROVISION AS PER SECTION 3.4, CLICK THE "AGREE" BUTTON OR CHECK THE BOX DISPLAYED AT THE END OF THIS AGREEMENT IF YOU ARE READING THIS ON A SPATIAL VIEW WEBSITE. BY CLICKING "AGREE", CHECKING THE BOX OR BY DOWNLOADING, INSTALLING USING OR COPYING ANY PART OF THIS SDK, YOU ARE AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR COMPANY TO THE TERMS AND CONDITIONS STATED BELOW.

IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THIS SDK. DO NOT DOWNLOAD OR USE THIS SDK IN THAT CASE.

1. Definitions

Whenever capitalized in this Agreement:

"Agreement" means this 3DeeInterlacing SDK Agreement.

"App Store" means an electronic store and its storefronts branded, and owned and/or controlled by Apple or an affiliate of Apple.

"Apple" means Apple Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A.

"Application" means one or more software programs developed by You in compliance with the Documentation and the Program Requirements, under Your own trademark or brand, and for specific use with the Apple iPhone and/or the Apple iPod touch in combination with the Spatial View Wazabee 3DeeShell or other Spatial View Lenticular-Lens-Based Products designed for viewing stereographic content on the Apple iPhone and/or the Apple iPod touch. "Application" includes bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.

"Authorized Users" means Your employees and contractors or, if You are an educational institution, Your faculty and staff who (a) each have an active and valid Registered iPhone Developer account with Apple, (b) have a demonstrable need to know or use the SDK in order to develop and test Applications, and (c) to the extent such individuals will have access to Spatial View Confidential Information, each have written and binding agreements with You to protect the unauthorized use and disclosure of such Spatial View and third party confidential information.

"Documentation" means any technical or other specifications or documentation that Spatial View may make available or provide to You relating to or for use in connection with the SDK.

"FOSS" (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivatives works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.

"iPhone Developer Program License Agreement" means a separate agreement that may be entered into between You and Apple regarding the provisioning of test devices for Your Applications, and submission of Your Application for approval and digital signing by Apple, among other things.

"Lenticular-Lens-Based Product" means Spatial View products consisting of a lenticular lens screen overlay, that may or may not be accompanied by a bezel or enclosure, which when applied to an Apple iPhone and/or the Apple iPod touch with the lens positioned over a screen displaying stereographic content formatted to work with the lenticular lens produces a stereographic effect.

"Qualifying Application" means an Application that incorporates the SDK.

"Program Requirements" mean the technical, human interface, design, product category, security, performance, and other criteria and requirements specified by Spatial View, including but not limited to the current set of requirements set forth in Section 3.3, as they may be modified from time to time by Spatial View in accordance with this Agreement.

"Published API(s)" means the Spatial View-documented Application Programming Interface(s) contained in the SDK.

"Royalty" means a percentage of the retail price on each copy of each Qualifying Application sold by You or on Your behalf to be paid to Spatial View in accordance with Section 3.4 as compensation for Your use of the SDK in the Qualifying Application.

"SDK" (Software Development Kit) means the Documentation, software (source code and object files), header files, sample code, libraries, APIs, data, files, and materials provided or made available by Spatial View for use by You in connection with Your Application development, and includes any Updates that may be provided or made available by Spatial View.

"Spatial View" means Spatial View Inc., a Canadian corporation with its principal place of business at 144 Front Street West, Suite 560, Toronto, Ontario, M5J 2L7, Canada and its authorized dealers, agents and licensors if any.

"Term" means the period described in Section 7.

"Updates" means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the SDK, or to any part of the SDK.

"You" or "Your" means you individually if you are entering into this agreement in your own capacity or if you are authorized to acquire the SDK on behalf of your company or organization, the entity for which you act.

2. SDK Internal Use License and Restrictions

2.1 Confidential Nature of Pre-Release SDK

From time to time during the Term, Spatial View may provide You with pre-release versions of the SDK that constitute Spatial View Confidential Information and are subject to the confidentiality obligations of this Agreement. Such pre-release versions of the SDK should not be relied upon to perform in the same manner as a final-release commercial-grade product, nor should they be used with data that is not sufficiently and regularly backed up. Distribution of Applications created with the SDK is not permitted absent a separate agreement with Spatial View.

2.2 Permitted Uses and Restrictions

Subject to the terms and conditions of this Agreement, Spatial View hereby grants You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:

(a) Install a reasonable number of copies of the SDK on Apple-branded computers owned or controlled by You, to be used internally by You or Your Authorized Users for the sole purpose of developing or testing Applications; and

(b) Make and distribute a reasonable number of copies of the Documentation to Authorized Users for their internal use only and for the sole purpose of developing or testing Applications.

You understand that Applications developed using these SDK materials cannot be installed, tested or used on the iPhone or iPod touch unless they have been approved and assigned an Apple-issued certificate pursuant to a separate iPhone Developer Program License Agreement. Spatial View shall not be responsible for any costs, expenses or other liabilities You may incur as a result of Your Application development or use of this SDK.

2.3 Copies

You agree to retain and reproduce in full the Spatial View copyright, disclaimers and other proprietary notices (as they appear in the SDK and Documentation provided) in all copies of the SDK and Documentation that you are permitted to make under this Agreement.

2.4 Ownership

Spatial View retains all rights, title, and interest in and to the SDK and any Updates it may make available to You under this Agreement. You agree to cooperate with Spatial View to maintain Spatial View's ownership of the SDK, and You agree to promptly provide notice of any claims relating to the SDK. The parties acknowledge and agree that Spatial View shall not acquire any ownership interest in or to any of Your Applications.

2.5 No Other Permitted Uses

You agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the SDK, in whole or in part, or to enable others to do so. You may not use the SDK for any purpose not expressly permitted by this Agreement. You may not and You agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the SDK or any services provided by the SDK, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of any open-sourced components or sample code that may be included with the SDK). You agree not to exploit any services provided by the SDK in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Any attempt to do so is a violation of the rights of Spatial View and its licensors of the SDK or services provided by the SDK. If You breach any of the foregoing restrictions, You may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Spatial View, by implication, estoppel, or otherwise. This Agreement does not grant You any rights to use any trademarks, logos or service marks belonging to Spatial View, including but not limited to the 3DeeShell or Wazabee word marks except in accordance with Section 2.3 above and/or with Section 3.3.7 below.

2.6 Updates; No Support or Maintenance

Spatial View may extend, enhance, or otherwise modify the SDK at any time without notice, but Spatial View shall not be obligated to provide You with any Updates to the SDK under the terms of this Agreement. If Updates are made available by Spatial View, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. Spatial View is not obligated to provide any maintenance, technical or other support for the SDK under the terms of this Agreement. You acknowledge that Spatial View has no express or implied obligation to announce or make available any Updates of the SDK to anyone in the future. Should an Update be made available, it may have APIs, features, services or functionality that are different from those found in the SDK licensed hereunder.

3. Your Obligations

3.1 General

You certify to Spatial View and agree that:

(a) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on Your own behalf, or if You are entering into this Agreement on behalf of Your company, organization or educational institution, that You have the right and authority to legally bind Your company, organization or educational institution to the terms and obligations of this Agreement;

(b) All information provided to Spatial View by You will be current, true, accurate and complete;

(c) You will comply with the terms of and fulfill Your obligations under this Agreement and You agree to monitor and be responsible for Your Authorized Users' use of the SDK and their compliance with the terms of this Agreement; and

(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and Authorized Users in connection with the SDK, Your Applications and Your related development efforts.

3.2 Use of the SDK

As a condition to using the SDK, You agree that:

(a) You will only use the SDK for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;

(b) You will not use the SDK for any unlawful or illegal activity, nor to develop any Application which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act;

(c) Your Application will be developed in compliance with the Documentation and the Program Requirements, the current set of which is set forth in Section 3.3 below;

(d) To the best of Your knowledge and belief, Your Application does not and will not violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy and publicity, or other proprietary or legal right of any third party or of Spatial View; and

(e) You will not, through use of the SDK or otherwise, create any Application or other program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or by the iPhone operating system software, iPod touch operating system software, this SDK, or Apple software, services or technology, or enable others to do so.

3.3 Program Requirements for Applications

Any Application developed using this SDK must comply with these criteria and requirements, as they may be modified by Spatial View from time to time:

APIs:

3.3.1 Applications may only use Published APIs in the manner prescribed by Spatial View and must not use or call any unpublished or private APIs.

Data:

3.3.2 Any form of user or device data collection, or image, picture or voice capture or recording performed by the Application (collectively "Recordings"), and any form of user data, content or information processing, maintenance, uploading, syncing, or transmission performed by the Application (collectively "Transmissions") must comply with all applicable privacy laws and regulations as well as any Apple program requirements related to such aspects, including but not limited to any notice or consent requirements. In particular, a reasonably conspicuous visual indicator must be displayed to the user as part of the Application to indicate that a Recording is taking place.

Content and Materials:

3.3.3 If Your Application includes or will include any other content, You must either own all such content or have permission from the content owner to use it in Your Application.

3.3.4 Applications must not contain any obscene, pornographic, offensive or defamatory content or materials of any kind (text, graphics, images, photographs, etc.), or other content or materials that in Spatial View's reasonable judgment may be found objectionable by iPhone or iPod touch users.

3.3.5 Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g. computer viruses, trojan horses, "backdoors") which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks.

3.3.6 If Your Application includes any FOSS, You agree to comply with all applicable FOSS licensing terms. You also agree not to use any FOSS in the development of Your Application in such a way that would cause the non-FOSS portions of the SDK to be subject to any FOSS licensing terms or obligations.

3.3.7 All Qualifying Applications must display a splash screen with the following text in a legible font for a minimum of 3 seconds:

"Stereographic 3D Powered by the Wazabee 3DeeInterlacing SDK.
Wazabee is a trademark of Spatial View Inc.".

3.4 Royalties:

Spatial View may elect to charge You a Royalty of 3% of the retail price of each copy of each Qualifying Application developed by You or on Your behalf and sold to third parties through Apple's Apps Store or Apple authorized dealers 90 days or more after You have received notification from SVI of its intention to require You to pay such Royalty. If Spatial View notifies You that it has elected to do so, You shall report and pay all Royalties payable hereunder to Spatial View to the address provided in Section 10.6 below quarterly within 30 days of the end of each applicable calendar quarter. Along with your Royalty payment you would be obliged to report the name, retail price and number of copies of Qualifying Applications sold in the previous quarter. Interest on late payments will be assessed at a per annum rate equal to the Royal Bank Prime Rate as set from time to time plus 5% calculated and compounded monthly from the date such payment was due to the time it is actually paid.

3.4.2 You will keep and maintain complete, detailed, permanent and accurate books of account relating to your exploitation of Qualifying Applications hereunder, including all reports provided to you by Apple. If Spatial View elects to charge a Royalty as described above, Spatial View shall be entitled during the Term and for a period of two years following the expiry of the Term to have access to all said books of account and reports on reasonable notice and during customary business hours using a third party accounting firm. If any audit conducted in connection herewith reveals an underpayment to Spatial View of 5% or more of the amount reported in any quarter or cumulatively, at Spatial View's election, You shall be responsible for the cost of such audit.

4. Changes to Program Requirements or Terms

Spatial View may change the Program Requirements or the terms of this Agreement at any time. In order to continue using the SDK, You must accept and agree to the new Program Requirements and/or new terms of this Agreement. If You do not agree to new Program Requirements or new terms upon Your receipt thereof, Your use of the SDK will be suspended or terminated by Spatial View. You agree that Your acceptance of such new Agreement terms or Program Requirements may be signified electronically, including without limitation, by Your checking a box or clicking on an "agree" or similar button.

5. Confidentiality

5.1 Information Deemed Spatial View Confidential

You agree that all pre-release versions of the SDK (including pre-release Documentation) will be deemed "Spatial View Confidential Information". Notwithstanding the foregoing, Spatial View Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of Yours, (ii) information that is generally made available to the public by Spatial View, (iii) information that is independently developed by You without the use of any Spatial View Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation.

5.2 Obligations Regarding Spatial View Confidential Information

You agree to protect Spatial View Confidential Information using at least the same degree of care that You use to protect Your own confidential information of similar importance, but no less than a reasonable degree of care. You agree to use Spatial View Confidential Information solely for the purpose of exercising Your rights and performing Your obligations under this Agreement and agree not to use Spatial View Confidential Information for any other purpose, for Your own or any third party's benefit, without Spatial View's prior written consent. You further agree not to disclose or disseminate Spatial View Confidential Information to anyone other than: (i) those of Your employees and contractors, or those of Your faculty and staff if You are an educational institution, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the Spatial View Confidential Information; or (ii) except as otherwise agreed or permitted in writing by Spatial View. You may disclose Spatial View Confidential Information to the extent required by law, provided that You take reasonable steps to notify Spatial View of such requirement before disclosing the Spatial View Confidential Information and to obtain protective treatment of the Spatial View Confidential Information. You acknowledge that damages for improper disclosure of Spatial View Confidential Information may be irreparable; therefore, Spatial View is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

5.3 Information Submitted to Spatial View Not Deemed Confidential

Spatial View works with many application and software developers and some of their products may be similar to or compete with Your Applications. Spatial View may also be developing its own similar or competing applications and products or may decide to do so in the future. To avoid potential misunderstandings, Spatial View cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement, including information about Your Application (such disclosures will be referred to as "Licensee Disclosures"). You agree that any such Licensee Disclosures will be non-confidential. Spatial View will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release Spatial View from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to Spatial View will become Spatial View property and Spatial View will have no obligation to return those materials to You or to certify their destruction.

5.4 Press Releases and Other Publicity

You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without Spatial View's express prior written approval, which may be withheld at Spatial View's discretion.

6. Indemnification

To the extent permitted by law, You agree to indemnify, defend and hold harmless Spatial View, its directors, officers, employees, independent contractors and agents (each a "Spatial View Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) (collectively "Losses") incurred by an Spatial View Indemnified Party as a result of Your breach of this Agreement, a breach of any certification, covenant, representation or warranty made by You in this Agreement, any claims that Your Applications violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Your use of the SDK, Your Application(s) or Your development of Applications.

You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Spatial View Indemnified Party from any Losses incurred by such Spatial View Indemnified Party by reason of any such use.

In no event may You enter into any settlement or like agreement with a third party that affects Spatial View's rights or binds Spatial View in any way, without the prior written consent of Spatial View.

7. Term and Termination

7.1 Term. The term of this Agreement shall commence upon Your installation or use of this SDK and will terminate as set forth in Section 7.2 below.

7.2 Termination. This Agreement and all rights granted by Spatial View hereunder will automatically terminate without notice from Spatial View if You or any of Your Authorized Users fail to comply with any term(s) of this Agreement, including without limitation, the obligation to report and pay Royalties as set out in clause 3.4 hereof. Spatial View may also terminate this Agreement, or suspend Your rights to use the SDK, if You fail to accept any new Program Requirements or Agreement terms as described in Section 4. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate, provided that, notwithstanding any such termination, Your obligation to pay Royalties shall continue until You have reported and paid Royalties in relation to all Qualifying Applications sold.

7.3 Effect of Termination

Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of Spatial View Confidential Information in Your and Your Authorized Users' possession or control. At Spatial View's request, You agree to provide written certification of such destruction to Spatial View. The provisions of Sections 1, 2.4, 2.5, 3.1(d), 3.2 (d), 3.2(e), 5, 6, 7, 8, 9 and 10 will survive any termination of this Agreement. Spatial View will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Spatial View may have, now or in the future.

8. NO WARRANTY

The SDK may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. Spatial View may, through the Spatial View Software, provide or make available services (collectively the "Services"). Spatial View reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Spatial View be liable for the removal of or disabling of access to any such Services. Spatial View may also impose limits on the use of or access to certain Services, in any case and without notice or liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SDK AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SDK AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SPATIAL VIEW HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPATIAL VIEW DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SDK, THAT THE SDK OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SDK OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SDK OR SERVICES WILL BE CORRECTED, OR THAT THE SDK OR SERVICES WILL BE COMPATIBLE WITH FUTURE SPATIAL VIEW PRODUCTS OR SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SPATIAL VIEW WILL CREATE A WARRANTY. SHOULD THE SDK OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

9. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL SPATIAL VIEW BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE SDK OR SERVICES, OR YOUR DEVELOPMENT EFFORTS, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF SPATIAL VIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

10. General Legal Terms

10.1 Third Party Notices. Portions of the SDK may utilize or include third party software and/or other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the SDK, and Your use of such material is governed by their respective terms.

10.2 Consent to Collection and Use of Non-Personal Data. You agree that Spatial View and its subsidiaries may collect and use technical and related information, including but not limited to information about Your Applications, computer, system software, other software and peripherals, that is gathered periodically to facilitate the provision of software updates and other services to You (if any) related to the SDK, and to verify compliance with the terms of this Agreement including to confirm that You have complied with Section 3.4 hereof. Spatial View may use this information, as long as it is in a form that does not personally identify You, to improve the SDK, our products or to provide services or technologies to You and our customers.

10.3 Assignment. This Agreement may not be assigned, nor may any of Your obligations under this Agreement be delegated, in whole or in part, by You by operation of law, merger, or any other means without Spatial View's express prior written consent and any attempted assignment without such consent will be null and void.

10.4 Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between You and Spatial View, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.

10.5 Independent Development. Nothing in this Agreement will impair Spatial View's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, Your Applications or any other products or technologies that You may develop, produce, market, or distribute.

10.6 Notices. Any notices and reports relating to this Agreement shall be in writing. Notices will be deemed given by Spatial View when sent to You at the email address You provided as part of Your developer registration sign-up process. Notices and reports to Spatial View will be deemed given (a) when delivered personally, (b) three business days after having been sent by commercial overnight carrier with written proof of delivery, and (c) five business days after having been sent by first class or certified mail, postage prepaid, to this Spatial View address: 144 Front Street West, Suite 560, Toronto, Ontario, M5J 2L7, Canada.You consent to receive notices by email and agree that any such notices that Spatial View sends You electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.

10.7 Severability. If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue if full force and effect. However, if applicable law prohibits or restricts You from fully and specifically complying with the Sections of this Agreement entitled "SDK Internal Use License and Restrictions" or "Your Obligations" or prevents the enforceability of either of those Sections, this Agreement will immediately terminate and You must immediately discontinue any use of the SDK as described in the Section entitled "Term and Termination."

10.8 Waiver and Construction. Failure by Spatial View to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.

10.9 Export Control. You may not use, export, re-export, import, sell or transfer the SDK except in compliance with the laws and regulations of the national and/or other governmental authority(ies) with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the SDK is being imported. Without limitation, You will not export the SDK: (i) to any country on Canada's Area Control List; (ii) to any country subject to UN Security Council embargo or action; (iii) contrary to Canada's Export Control List Item 5505; (iv) to countries subject to US economic sanctions and embargoes; (v) to persons or entities prohibited from receiving US export or US origin items; and (vi) to anyone on the US Department of Commerce Denied Person's List or Entity List or on the US Treasury Department's list of Specially Designated Nationals. By using the SDK, You represent and warrant that You are not located in any such country or on any such list and that you will not use the SDK in the development, production, handling, maintenance, storage, detection, identification, or dissemination of chemical, biological or nuclear weapons or their missile delivery systems or of materials or equipment that could be used in such weapons or their missile delivery systems. If you have any questions about this, please contact Spatial View.

10.10 Government End Users. Notwithstanding any agreement with a third party or any provision of law, regulation or policy, if You are any agency of the government of the United States of America, then Your rights in respect of the SDK shall not exceed the rights provided under this license agreement, unless expressly agreed upon between You and Spatial View.

10.11 Dispute Resolution; Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Any disagreement or dispute arising out of or relating to this Agreement or the breach thereof which the parties are unable to resolve after good faith negotiations shall be submitted first to the upper management level of the parties. The parties shall meet within 30 days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in Your jurisdiction, such disagreement or dispute shall be resolved by final and binding arbitration to be conducted in Toronto, Ontario in accordance with the Commercial Rules of the American Arbitration Association ("Rules") and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the parties within thirty (30) days of appointment of the arbitrator, failing which a neutral third party shall be appointed the arbitrator. Each party shall bear one half of the costs associated with the arbitration proceedings, provided that if Spatial View prevails in any arbitration, You shall bear the costs of such arbitration. No dispute between the parties, or involving any person but You, may be joined or combined together, without the prior written consent of the Court having jurisdiction thereof. Notwithstanding the foregoing, Spatial View has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding Your violation or threatened violation of this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario for any such claims arising from or related to this Agreement. The parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement. Unless, and only to the extent, prohibited by law in Your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to this Agreement shall be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings oral pleadings and arguments, and orders or judgments.

Each of You and Spatial View agree that any judgement or order against it in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon it and each consents to any such judgement or order being recognized and enforced in the courts of its jurisdiction or any other jurisdiction in which it carries on business or has any assets. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

10.12 Entire Agreement; Governing Language. This Agreement constitutes the entire agreement between the parties with respect to the use of the SDK licensed hereunder and supersedes all prior understandings regarding such subject matter. This Agreement may be modified only: (a) by a written amendment signed by both parties, or (b) to the extent expressly permitted by this Agreement (for example, by Spatial View by written or email notice to You). Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. If You are located in the province of Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.