Tilt Brush Individual/Personal Use License Agreement

If you intend to use Tilt Brush for your own, noncommercial use, please adhere to the Google Terms of

Service (https://www.google.com/policies/terms/).

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Tilt Brush Commercial License Agreement

If you are interested in using Tilt Brush for commercial purposes, including a VR arcade, please read the terms and conditions below. These terms and conditions supplement and are incorporated into the Google Terms of Service (together, the “Agreement”) and apply to your use of Tilt Brush. By clicking on the “I Agree” button, you represent that (1) you have read and agree to the terms of this Agreement, and (2) you have authority to bind the identified organization to these terms.

If you do not agree to any of the terms of this Agreement or do not have the authority to bind the identified organization, then do not click on the “I Agree” button.

1. DEFINITIONS.

1.1. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

1.2. “Documentation” means any and all written or electronic information made available by Google, including help center and support content hosted on the Internet.

1.3. “Intellectual Property Rights” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

1.4. “Licensed Materials” means the Software and Documentation.

1.5. “Software” means the Tilt Brush application that allows a user to paint in 3D space with virtual reality.

1.6. “Territory” means globally, except the People’s Republic of China.

1.7. Other capitalized terms not otherwise defined herein will have the meanings ascribed to such terms in the Agreement.

2. LICENSE; MODIFICATIONS; RESTRICTIONS.

2.1. License Grant. During the Term of this Agreement, Google hereby grants Customer:

(A) a limited, non-exclusive, royalty-free, terminable and nontransferable license to access and use the Licensed Materials; and

(B) a royalty-free, fully paid up license, during the Term, to use, publicly display and perform, reproduce, and distribute Google’s trademarks, including logos set forth in, and only in accordance with, Google’s Tilt Brush Branding Guidelines, the current version of which can be accessed at https://support.google.com/tiltbrush/?p=tilt_brush_brand.

2.2. Modifications To the Licensed Materials. Subject to Section 5 (Deprecation), Google may from time to time, in its sole discretion, provide modifications, updates, error corrections, and enhancements to the Licensed Materials. Upon receipt by you, such updates, error corrections, and enhancements will be deemed part of this Agreement.

2.3. Restrictions on Use. Customer will not:

(A) export the Software in violation of U.S. laws or regulations;

(B) sell or lease the Software to third parties;

(C) distribute the Software to third parties;

(D) violate the YouTube Community Guidelines, available at https://www.youtube.com/yt/policyandsafety/communityguidelines.html;

(E) use the Software in film or TV without obtaining Google’s prior written approval through the permissions process available at https://www.google.com/permissions/google-in- films-tv.html;

(F) use the Software upon expiration or termination of the Term, unless Customer renews this license or is no longer using the Software for commercial purposes and is subject to the Google Terms of Service;

(G) unbundle the component parts of the Software (the Software may include various applications and components but is designed to be used as a single product) for use on different computers;

(H) use the Software outside of the Territory; and

(I) use any element of the Software to circumvent technological measures intended to control access to the Software or develop or distribute products that are designed to circumvent such technological measures.

3. FEES.

3.1. Fees. Customer will pay a subscription fee, at the rate specified in the payment flow via the Steam Store, for the rights granted herein.

3.2. Taxes. The Fee does not include taxes imposed by any governmental agency. Google will pay any applicable transaction taxes under this Agreement, other than Partner’s income taxes. If Google has a legal obligation to withhold any taxes from its payments to Partner, Google will remit those taxes to the appropriate government authority, and reduce its payment to Partner by the amount of the taxes withheld.

If Partner is legally obligated to collect applicable taxes, Partner will invoice Google for the appropriate amount and Google will pay correct and undisputed invoices, unless Google provides Partner with a valid tax exemption certificate.

3.3. Payments. Unless otherwise specified, all payments will be made in accordance with the Steam Subscriber Agreement.

4. DEPRECATION.

4.1. Deprecation Announcement. Google will announce if it intends to discontinue or make backwards incompatible changes to the Software. Google will use commercially reasonable efforts to continue to operate the Software without these changes until three months after the product’s deprecation announcement unless (as Google determines in its reasonable good faith judgment): (a) required by law or third party relationship (including if there is a change in applicable law or relationship), or (b) doing so could create a security risk or substantial economic or material technical burden.

4.2. Experimental Features. These deprecation terms do not apply to versions, features, and functionality labeled as “experimental” (e.g., all features included under the “Labs” panel of the Software). Experimental versions, features, and functionality may be deprecated at any time.

5. REPRESENTATIONS AND WARRANTIES.

5.1. Customer represents and warrants to Google that: (a) Customer will comply with all laws, regulations, ordinances and statutes applicable to its performance hereunder, including, but not limited to, the import/export laws and regulations of the United States and its governmental and regulatory agencies and all applicable international treaties and laws; (2) Customer will pay all sales tax, tariffs, duties and other taxes applicable to Customer’s performance under this Agreement; and (3) Customer has the rights, power and authority necessary to enter into this Agreement. Without limitation, Customer expressly agrees that Customer will not export, directly or indirectly (including via remote access), re-export, divert, or transfer the Software, or any product or technology incorporating all or part of the Software content to any destination, company or person restricted or prohibited by applicable end-user, end-use and destination restrictions.

5.2. Google hereby warrants and represents to Customer that Google is the owner of the Licensed Materials or otherwise has the right to grant to Customer the licenses granted in this Agreement.

GOOGLE MAKES NO OTHER REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. CONFIDENTIALITY; NO PUBLICITY.

6.1. No Rights. Except for the limited use rights set forth in this Agreement, neither party acquires any right, title, or interest in and to the other party’s Confidential Information.

6.2. No Publicity. Neither party may make any public statement regarding this Agreement without the other party’s written approval.

7. LICENSE COMPLIANCE. If Customer is a business, company, or organization, Customer agrees that, in addition to any license compliance checking performed by the Software, Google or its authorized representative have the right, no more than once per year, upon seven business days’ prior notice, to inspect Customer’s records, systems, and facilities to verify that its installation, and use of the Software is in compliance with license granted herein. Customer will provide Google with all records and information requested by Google to verify such compliance within thirty days of Google’s request. Non-compliance with the license granted herein will be considered a material breach of the Agreement.

8. LIMITATION OF LIABILITY.

8.1. EXCEPT FOR BREACHES OF CONFIDENTIALITY UNDER SECTION 6 UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING WHETHER OR NOT THAT PARTY WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.

8.2. IN NO EVENT WILL GOOGLE’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE IN THE PRIOR 12 MONTHS.

9. TERM AND TERMINATION.

9.1. Term. This Agreement will commence on the Effective Date and will continue until terminated by either party in accordance with this Section 9 (the “Term”).

9.2. Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches any provisions of this Agreement and fails to remedy that breach within thirty (30) days after written notice thereof.

9.3. Termination for Convenience. Google may terminate this Agreement at any time and for any reason, upon 30 days written notice to Customer.

9.4. Effect of Termination. If the Agreement is terminated for Customer’s breach then: (i) the Term, and all other rights and licenses granted by one party to the other and the Services will cease immediately; (ii) upon request, each party will promptly return all Confidential Information of the other party; and (iii) all payments owed by Customer to Google are immediately due.

10. GENERAL.

10.1. Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Google may assign this Agreement to an affiliate.

10.2. Governing Law. This Agreement will be governed by the laws of the State of California, excluding conflict of law rules. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California.

10.3. Independent Contractors. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture between them.

10.4. Survival. Sections 1, 4, 6, 7, 8, 9, and 10 of this Agreement will survive any termination or expiration of this Agreement.

10.5. Notices. All notices must be in writing and addressed to the attention of the other party's Legal Department and primary point of contact. Notice will be deemed given when actually received or refused.

10.6. Severability. If any provision of this Agreement is found unenforceable or invalid, the remainder of the Agreement will remain in full force and effect and it and any related provisions will be interpreted to best accomplish the unenforceable provisions' essential purpose.

10.7. Waiver. A waiver of any provision of this Agreement by a party must be in writing to be effective and will in no way be construed as a waiver of any later breach of that provision.

10.8. Execution. The parties may execute this Agreement using electronic signatures, electronic copies, and counterparts.

10.9. Entire Agreement; Modification. This Agreement and the exhibits, represent and constitute the entire agreement between the parties, may only be amended in writing signed by both parties, and supersede all prior agreements and understandings with respect to the matters covered by this Agreement.

Last updated: August 23, 2018