Anki, Inc. Image and 3D Model License Agreement Version 1.0 (last updated March 28, 2017)

This Image and 3D Model License Agreement (this "Agreement") governs the terms and conditions of your access to and use of Licensed Materials (as defined below), and is made between you, as an individual or entity ("you"), and Anki, Inc. ("we," "us" or "Licensor").  You accept and agree to be bound by this Agreement by your access to or use of any of the Licensed Materials.

The "Licensed Materials" are the digital images, and 3D models, that we make available to you from time to time in connection with this Agreement.

1.  License.  Subject to the terms and conditions of this Agreement, we hereby grant you a limited, revocable, worldwide, fully-paid, royalty free, non-exclusive, non-transferable copyright license during the term of this Agreement to access, copy, display, perform, modify the size of, and distribute, in any of the Licensed Materials, in each case: (A) solely in connection with your use of the Cozmo SDK in accordance with our separate SDK license agreement(s) or the applicable Anki hardware products (e.g. Cozmo) and/or the Cozmo App, and (B) only provided that you comply with the Anki Terms of Use at www.anki.com/terms and any other terms that may apply to the Cozmo device and/or Cozmo mobile application and that we may from time to time modify. Licensee may not sublicense any of the foregoing rights, except for the right to access, copy, display perform and distribute the Licensed Materials only in connection with the SDK in an app created by the Licensee.  For clarity, this license does not include the right to commercially distribute the Licensed Materials in print form.

2.  Reservation.  Licensor (or its suppliers) owns and retains all right, title, and interest in and to each of the Licensed Materials worldwide including, but not limited to, ownership of all copyrights and other intellectual property rights therein.  We reserve all rights not explicitly licensed in this Agreement.

3.  DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.  THE LICENSED MATERIALS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST REVENUE, SAVINGS OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING FROM OR IN CONNECTION WITH ANY OF THE LICENSED MATERIALS, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

4.  Indemnification.  You will defend, indemnify and hold harmless Licensor and its officers, directors, shareholders, employees, and agents from any loss, liability, cost or expense, including attorneys' fees ("Liabilities") that arises from any claim, action or proceeding in connection with your use of the Licensed Materials or your breach of this Agreement. You shall have control of the defense and all related settlement negotiations for such claim, action or proceeding; provided that we shall have the right to consent to any settlement or entry of judgment, such consent not to be unreasonably withheld, and we may participate in such defense using our own counsel at our own expense.

5.  Termination.  You may terminate this Agreement at any time by deleting or destroying all copies of the Licensed Materials that you possess or control. We may terminate this Agreement and/or your license to any or all of the Licensed Materials at any time without prior notice to you. In case of termination, you must cease all access and use of, and delete or destroy, all copies of the Licensed Materials that you possess or control. Sections 2 through 8 of this Agreement will survive termination of this Agreement.

6.  Modifications to this Agreement and Licensed Materials.  We may amend this Agreement at any time by posting an amended version online and/or sending information regarding the amendment to your email address of record with us. You shall be deemed to have accepted such amendments by continuing to access and/or use any Licensed Materials after such amendments have been posted or information regarding such amendments has been sent to you.  If you do not agree to any of such changes, you may terminate this Agreement and immediately cease all access to and use of Licensed Materials. You agree that such termination will be your exclusive remedy in such event.  No other waiver or modification of this Agreement shall be valid unless in writing and signed by both parties.  We also reserve the right at any time and from time to time to modify or discontinue all or any portion of any Licensed Materials without notice to you. We shall not be liable to you or any third party should we exercise such rights.

7.  Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent, and any attempt by you to assign this Agreement without such consent shall be void.  Subject to the foregoing, this Agreement shall benefit and bind both parties, and their successors and permitted assigns.

8.  General. You shall comply with all laws, rules and regulations applicable to your activities under this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except for its conflicts of laws principles.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  This Agreement will not be construed to create or imply any partnership, agency or joint venture between the parties. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. This Agreement is the complete agreement between the parties with respect to its subject matter, and supersedes any prior agreements and communications (both written and oral) regarding such subject matter.
