Terms of Service

Effective Dec 1, 2021

DEVELOPER LICENSE AGREEMENT

1. Overview

1.1 Croquet is a software system for creating multi user digital experiences on the web. As further detailed herein, Croquet, in its sole discretion, may provide access to the Croquet Collaboration Platform. The “Croquet Collaboration Platform” consists of lib code, sample code, APIs, Quick Start Frameworks, reference applications, Premium Applications, documentation or other materials (each a “Platform Tool”) specifically designated as made available to facilitate the development of and/or for incorporation into or distribution with third party applications (each a “App”) to facilitate access to Croquet’s network of public reflectors and software services which enable cross-platform, real-time interactivity (collectively, the “Croquet Collaboration Infrastructure”).

2. Binding Agreement

2.1 The Platform Tools encompassing the Croquet Collaboration Platform are licensed to you subject to the terms of this Developer License Agreement (“License Agreement”) and you understand and agree that this License Agreement forms a legally binding contract between you and Croquet Corporation (“Croquet” “us” “our” or “we”) in relation to your use of the Croquet Collaboration Platform and each of the Platform Tools contained therein. To use the Croquet Collaboration Platform, you must first agree to the License Agreement. You may not use the Platform Tools if you do not accept the terms of this License Agreement. By clicking to accept and/or using any of the Platform Tools, you hereby agree to the terms of the License Agreement. If you are agreeing to be bound by the License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use any of the Platform Tools on behalf of your employer or other entity.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE USE OF THE PLATFORM TOOLS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW.

3. Croquet Collaboration Platform License

3.1 Subject to the terms of the License Agreement, Croquet grants you a limited, worldwide, non-assignable, non-exclusive, and non-sublicensable license to use the Platform Tools solely to develop Apps that interact with the Croquet Collaboration Infrastructure.

3.2 You agree that Croquet (or its third-party licensors) own all legal right, title and interest in and to the Platform Tools as well as the Croquet Collaboration Infrastructure, 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 you.

3.3 You may not use the Platform Tools or any portion thereof for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Platform Tools or any part thereof.

3.4 Use, reproduction and distribution of components of the Platform Tools licensed under an open source software license, if any, are governed solely by the terms of that open source software license and not the License Agreement.

3.5 You agree that the form and nature of the Croquet Collaboration Platform may change without prior notice to you and that future versions of the Croquet Collaboration Platform, including any Platform Tools contained therein, may be incompatible with applications developed on previous versions of the Croquet Collaboration Platform. You further agree that Croquet may stop (permanently or temporarily) providing all or any portion of the Platform Tools (or any features within the Croquet Collaboration Platform) to you or to users generally at Croquet’s sole discretion, without prior notice to you.

3.6 Nothing in the License Agreement gives you a right to use any of Croquet's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Further, you agree that you 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.

3.7 Croquet is not obligated to provide any technical or other support (“Support”) for the Croquet Collaboration Platform. However, you may post questions to the Croquet Developer Slack channel which can be found at https://croquet-dev.slack.com/. Further, if you require additional Support, please contact us at support@croquet.io to learn more about our enterprise support services.

4. Use of the Croquet Collaboration Platform

4.1 You agree to use the Platform Tools only for purposes that are permitted by (a) the License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.2 You agree that you will not engage in any activity with the Platform Tools, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Croquet.

4.3 You agree that you are solely responsible for (and that Croquet has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display via Apps and for the consequences of your actions (including any loss or damage which Croquet may suffer) by doing so.

4.4 You agree that you are solely responsible for (and that Croquet has no responsibility to you or to any third party for) any breach of your obligations under the License Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Croquet or any third party may suffer) of any such breach.

4.5 If you use the Platform Tools to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Croquet is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Croquet is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. You acknowledge that your use of such third-party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties.

4.6 You will maintain and process all user data processed through your Apps in accordance with your privacy policy and all applicable laws and regulations in any countries in which your App is distributed or used. Further, you agree that Croquet may collect certain data through your access to the Croquet Collaboration Platform and the use of the Platform Tools. Unless You expressly opt-out of allowing this use, this information will be collected and used in accordance with Croquet’s Privacy Policy, which can be accessed at https://croquet.io/privacy.html.

5. Your Developer Account; Key

5.1 You will need a developer account to be issued the developer credential necessary to access the Croquet Collaboration Platform. To activate a developer account, you may need to provide us with certain information, including, but not limited to your name, company affiliation and email address. All such information will be collected and used in accordance with Croquet’s Privacy Policy https://croquet.io/privacy.html. You agree that you are responsible for maintaining the confidentiality of any developer credentials, including but not limited to API Keys, that may be issued to you by Croquet or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

6. Feedback

6.1 With respect to any technical or other information you provide to Croquet (whether oral or written) in connection with the Croquet Collaboration Platform and/or the Croquet Collaboration Infrastructure (including but not limited to reporting errors, or making suggestions for improvements or changes to the Platform Tools), you agree that Croquet has a perpetual, irrevocable, unrestricted right to use such information for its business purposes, including for product support and development.

7. Fees

7.1 You agree that, unless otherwise indicated, your use of the Platform Tools is free of charge, but that your App’s connection to the Croquet Collaboration Infrastructure may be subject to certain fees in accordance with Croquet’s latest published pricing found at https://croquet.io/pricing (the “Croquet Fees Schedule”). For as long as you are eligible for the “free tier” your App’s use of the Croquet Collaboration Infrastructure will not incur any fees. Once your App’s usage of the Croquet Collaboration Infrastructure becomes ineligible for the “free tier” you will be required to pay the fees in accordance with the Croquet Fees Schedule, as updated from time to time in our sole discretion. The foregoing notwithstanding, your developer account will be charged the applicable access fee if you elect to download one of Croquet’s pre-built applications (“Premium Applications”).

8. Terminating this License Agreement

8.1 The License Agreement will continue to apply until terminated by either you or Croquet as set out below.

8.2 If you want to terminate the License Agreement, you may do so by ceasing your use of the Platform Tools and any relevant developer credentials. To delete your developer account, please contact support@croquet.io.

8.3 Croquet may at any time, terminate the License Agreement and deactivate your developer account if: (A) you have breached any provision of the License Agreement; or (B) Croquet is required to do so by law or otherwise; or (C) Croquet decides to no longer provide the Croquet Collaboration Platform or certain parts thereof.

8.4 When the License Agreement comes to an end, you must destroy or return to Croquet all full or partial copies of the Platform Tools and discontinue any distribution of all Apps.

8.5 Sections 2, 4, 6, 8.5-14 along with any other provisions that would reasonably be deemed to survive termination, shall survive any termination and/or expiration of this License Agreement.

9. DISCLAIMER OF WARRANTIES

9.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM TOOLS IS AT YOUR SOLE RISK AND THAT THE CROQUET COLLABORATION PLATFORM, INCLUDING ANY PLATFORM TOOLS, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM CROQUET. YOUR USE OF THE PLATFORM TOOLS AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CROQUET COLLABORATION PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. CROQUET FURTHER 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.

9.2 If You are dissatisfied with any aspect of the Platform Tools at any time, your sole and exclusive remedy is to cease using the Platform Tools.

10. LIMITATION OF LIABILITY

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT CROQUET, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT CROQUET OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. FURTHER, IN NO EVENT WILL CROQUET’S LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR TO THE PLATFORM TOOLS EXCEED ONE HUNDRED US DOLLARS. 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.

11. Indemnification

11.1 To the maximum extent permitted by law, you agree to 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) your use of the Platform Tools, (b) any App you develop with the Platform Tools, or a portion thereof, that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with the License Agreement.

12. Changes to the License Agreement

12.1 Croquet may make changes to the License Agreement as it distributes new versions of the Croquet Platform Tools. When these changes are made, Croquet will make a new version of the License Agreement available on the website where the Croquet Collaboration Platform is made available.

13. Dispute Resolution; Arbitration; Venue

YOU EXPRESSLY AGREES THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND CROQUET ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO CROQUET COLLABORATION PLATFORM, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS LICENSE AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM JAMS, RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE JAMS’ ARBITRATION RULES AND PROCEDURES. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Payment of arbitration costs will be governed by the JAMS’ fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Croquet will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Croquet also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by JAMS. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration shall be conducted in Los Angeles, California. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction. For more information on JAMS, its Rules and Procedures, and how to file an arbitration claim, you may visit the JAMS website at https://www.jamsdr.com.

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and Croquet agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Los Angeles, California, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Los Angeles, California, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles, California for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.

You can opt out of the provisions of this Agreement that require the arbitration of Disputes within 30 days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with Croquet. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with Croquet to us at: 888 S. Hope St Unit 2811, Los Angeles, CA 90017

Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your Registered Account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to us at 888 S. Hope St Unit 2811, Los Angeles, CA 90017. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration.

Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at 888 S. Hope St Unit 2811, Los Angeles, CA 90017 within 30 days of the effective date of such modifications.

14. General Legal Terms

14.1 The License Agreement constitutes the whole legal agreement between you and Croquet and governs your use of the Platform Tools (excluding any services which Croquet may provide to you under a separate written agreement, including, but not limited to any enterprise agreement as well as access to the Croquet Collaboration Infrastructure), and completely replaces any prior agreements between you and Croquet in relation to the Platform Tools.

14.2 You agree that if Croquet does not exercise or enforce any legal right or remedy which is contained in the License Agreement (or which Croquet has the benefit of under any applicable law), this will not be taken to be a formal waiver of Croquet's rights and that those rights or remedies will still be available to Croquet.

14.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions of the License Agreement will continue to be valid and enforceable.

14.4 No other person or company shall be third party beneficiaries to the License Agreement.

14.5 EXPORT RESTRICTIONS. THE PLATFORM TOOLS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE PLATFORM TOOLS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

14.6 The rights granted in the License Agreement may not be assigned or transferred by you without Croquet’s prior written approval. Further, you are not permitted to delegate your responsibilities or obligations under the License Agreement without Croquet’s prior written approval.

14.7 The License Agreement, and your relationship with Croquet under the License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions.