Developer Kit Agreement
This Developer Kit Agreement (“Agreement”) is a legal agreement between you (on behalf of the Developer) and XRSPACE Co., Ltd. and our affiliate (collectively, “we”, “us” or “XRPSACE”) stating the terms that governs the purchase and sale of the developer kit. Please read this Agreement carefully before you agree to the terms below. By ticking the box / pressing the “agree” button/ placing the order, you represent and warrant that you are the authorized representative of the organization you provided when you registered as a developer with us (the “Developer”) and you have the full legal authority to agree or act, on behalf of the Developer, with regard to any terms and conditions of this Agreement.
Whereas XRSPACE operates a massively multiplayer online virtual reality platform which allows users to engage in social activities or have access to digital contents (the “Platform”) and the Developer wishes to purchase development kits to develop content to be used on the Platform (the “Purpose”).
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and the Developer, intending to be legally bound, hereby agree as follows:
By ticking the box/pressing the “agree” button/placing the order through our website, the Developer agrees to purchase, and XRSPACE agrees to sell, each set of the developer kit at NTD 23600 for 64GB Wifi Version/ NTD 25100 for 128GB Wifi Version / NTD 26600 for LTE Version or any other price designated by XRSPACE on the final confirmation page shown to you immediately before you make the payment (“Purchase Price”). The Developer understands that the Purchase Price may vary depending on the destination where the Developer is located. The Purchase Price includes applicable taxes and duties levied in Taiwan and covers the shipment fee from our warehouse to the business address of the Developer. The Developer shall be solely responsible for any import taxes, customs duties, or any applicable tax levied by the destination country if your order is shipped outside of Taiwan.
Each developer kit includes a headset (an XRSPACE Manova), two controllers, a USB cable, an adapter, and the SDK. SDK means the software, software development kits, libraries, application programing interfaces, services, documentation, sample codes, specification, tools, plugins, related materials, information, technology, and/or content made available by us, at our sole discretion, to the Developer (collectively, the “SDK”). We may, but are not obliged to, update the SDK where necessary from time to time, and you may find those updates on our developer console (the “Developer Console”).
If an investigation, litigation, lawsuit or any legal procedure is initiated against XRSPACE due to the import, use of any kind of the developer kit by the Developer, the Developer shall provide or cause their appropriate employees or representatives to provide XRSPACE with information or data in connection with the handling and defense of any third party claim and such legal proceeding (including counterclaims filed by XRSPACE). The Developer will indemnify, defend, and hold harmless XRSPACE and its Affiliates, successors, officers, directors and employees from any cost, loss, liability, expense or damage (including reasonable attorneys' fees) (“Liabilities”) arising out of (i) any allegation that the import or use of any kind of the developer kits by the Developer 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, (ii) Developer’s breach of the representations, warranties or covenants set forth herein, and (iii) any breach or alleged breach by the Developer (or anyone acting on Developer’s behalf) of any of the terms of this Agreement, and XRSPACE may additionally terminate any kind of the licenses made to the Developer.
Anything provided by XRSPACE to you in the developer kit, including any part of the SDK and the content of this Agreement, are all confidential information of XRSPACE (“Confidential Information”). You and the Developer shall keep any Confidential Information in confidence and shall not disclose or make available to any third party without the expressly consent by XRSPACE.
If any provision of this Agreement is found or held to be unenforceable or invalid by any legally governing authority having jurisdiction over either party, the provision shall be severed, and the remainder of this Agreement shall be valid and enforceable.
This Agreement shall be governed by the laws of Taiwan, R.O.C. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its validity or termination, which cannot be amicably settled between the parties, shall be submitted to Taipei District Court of Taiwan, R.O.C.