This document contains several licensing agreements.

Depending on which metaio p

roduct you are using on the API level, you will be subject to:
- the metaio SDK Licensing Agreement, and/or
- the metaio Cloud Plugin Licensing Agreement
License for metaio SDK (Version 22/05/2014) - Copyright (c) 2003-2014 metaio Gmb
H, 80335 Munich, Germany [METAIO]
METAIO software licenses for the metaio SDK, including all demos, are subject ex
clusively to these Terms and Conditions. Any conflicting terms and conditions sh
all be deemed excluded, be it by express or implied agreement.
0- Definitions:
- About Box - it is a box contained in the Derivative Works, accessible for the use
rs of the Derivative Works, which gives credit to the author of the Derivative W
orks and which must include the information stated in Section 2.c.ii of this Agr
eement.
- Branding Features - the Branding Features include, but are not limited to METAIO s
trademarks, watermarks, logos, web pages or other distinctive features.
- Confidential Information - Confidential Information means the Licensed Software, ac
companying documentation and any technical information disclosed by METAIO to Cu
stomer that is disclosed in writing, orally, graphically, electronically or by o
bservation or otherwise, is identified as confidential or proprietary at the time of
disclosure or under the circumstances, a person exercising reasonable business
judgment would understand to be confidential or proprietary.
- Customer - You or the organization/company on whose behalf you are acting and hav
e the legal authority to bind.
- Derivative Works - the end user Application software developed by Customer using
the Licensed Software.
- the Licensed Software - means metaio s SDK.
- Public Space - the Public Space includes, but is not limited to, the Apple App St
ore, Android market, any other online store or distribution channel in/by which
Derivative Works are shared or published.
- Right to Deploy - the right Customer has to publish his/her Derivative Works in t
he Public Space, subject to the use of Branding Features in the Derivative Works
.
- The Parties - Customer and METAIO.
- Updates - means an update to the Licensed Software made available to Customer by
METAIO at its sole discretion.
- Upgrades - means any enhancement or improvement to the functionality of the Licen
sed Software (excluding Updates) made available to Customer by METAIO.
1- License Grant to Use and Deploy the Software
a- Right to Use the Licensed Software- the Licensed Software is intended for us
e as a development tool to enable Customer to develop augmented reality Derivati
ve Works (the Permitted Use ). Subject to the Terms and Conditions of this agreemen

t, METAIO hereby grants Customer a personal, non-exclusive, non-sublicensable, n

on-transferable, revocable, perpetual license to download, install, integrate, a
nd use the Licensed Software in machine-readable form solely for the above menti
oned Permitted Use, and subject to the Obligations set forth in Section 2.
b- Right to Deploy- Subject to the Terms and Conditions of this agreement, METAI
O hereby grants Customer a personal, time-limited, non-exclusive and non-transfe
rable, revocable Right to Deploy Derivative Works, subject to the Obligations se
t forth in Section 2.
c- Subject to the Terms and Conditions of this Agreement set forth below, Custom
er may reproduce and use a reasonable number of copies of the documentation sole
ly to support Customer s Permitted Use of the Licensed Software.
2- Obligations of Customer
a. In order to obtain a Right to Use and Deploy the Licensed Software, Customer
must accept the terms of this Agreement.
b. METAIO grants Customer a Right to Deploy Derivative Works free of charge. The
above mentioned Right to Use and Deploy is subject to Customer s obligation to in
clude Branding Features in Derivative Works, including but not limited to displa
ying Branding Features in video images and starting splash screens. However, Cus
tomer may pay METAIO a one-time license fee for obtaining either the metaio SDK
Basic Deployment option or the metaio SDK Pro Deployment option- the exact amoun
t, due date and payment conditions of which are set out in The Parties agreements
. As used herein, metaio SDK Basic Deployment option means a personal, time-limite
d, non-exclusive, non-transferable, revocable right to publish Derivative Works
without Branding Features and metaio SDK Pro Deployment option means a personal, t
ime-limited, non-exclusive, non-transferable, revocable right to publish Derivat
ive Works implementing a 3D tracking solution without Branding Features.
c. If Customer has the Right to Use the Licensed Software and the Right to Deplo
y Derivative Works free of charge, but deactivates the functionalities of the SD
K that has been integrated into the Derivative Work, Customer shall still be obl
iged to comply with all the obligations established in this Licensing Agreement.
d. Regardless of the Deployment option Customer may purchase, Customer s Derivativ
e Works must:
i. be submitted to Public Space together with an EULA (End User License Agreemen
t) that contains the information stated in Section 2.d.ii herein and that is as
prohibitive as the Terms in this Agreement. If Customer uses Public Space s EULA,
Customer must verify that the License Terms of Public Space are as prohibitive a
s the Terms in this Agreement.
ii. have an About Box, which includes the following statements:
* This software has been developed using metaio SDK
* For more information regarding metaio SDK license terms please go to: http://w
ww.metaio.com/imprint/
e. If Customer has a Right to Deploy or has purchased any of the Deployment opti
ons, Customer must obtain a deployment key and add it to the application directo
ry before submitting the Derivate Works to Public Space.
f. At its own expense, Customer shall procure, and install in good time, additio
nal hardware and software, which may be necessary for use of the Licensed Softwa

re within its IT system or network.

g. Upon acceptance of the terms and conditions of this Agreement by Customer, Cu
stomer is deemed to agree that the terms and conditions of this Agreement shall
govern over any other additional terms, if any, stipulated or introduced by Cust
omer, whether incorporated into any existing or subsequent purchase order, invoi
ce, quotation or any other similar documentation that purports to vary the terms
and conditions herein. Such other additional terms stipulated or introduced by
Customer shall be considered void and of no effect unless agreed to in writing a
nd signed by an authorized representative of METAIO.
3- Obligations of METAIO
METAIO shall deliver the Licensed Software to Customer and, upon payment
by Customer of all applicable fees, enable the metaio SDK Basic or Pro Deployme
nt option.
4- Restrictions
a- As between Customer and METAIO, METAIO and any third party licensors hereby r
etain all right, title and interest in and to the Licensed Software, including w
ithout limitation all copy-rights, patent rights, trademark rights and all other
intellectual property rights therein or related thereto ( Intellectual Property R
ights ). This Agreement does not convey or otherwise provide to Customer, title or
any ownership rights or interests in or to any Intellectual Property Rights of
METAIO or any of its affiliates, including but not limited to (1) those incorpor
ated in the Licensed Software or any component of the Licensed Software, or (2)
any METAIO patents, patent applications, works of authorship, trade secrets, kno
w-how, ideas, or any other subject matter protectable under Intellectual Propert
y Rights laws of any jurisdiction. METAIO and any third party licensors are the
sole and exclusive owners of and retain all right, title and interest in and to
all Licensed Software, including, all Intellectual Property Rights in each of th
e foregoing. Neither the delivery of any software nor any provision of this Agre
ement (including, without limitation, the rights and licenses granted by METAIO
to Customer in Section 1) shall be deemed or construed to grant to Customer eith
er expressly, by implication, by way of estoppel, or otherwise any right, licens
e, or authority to infringe or immunity from infringement liability under (i) an
y of METAIO s or its affiliates patents, including, without limitation, any patents
covering or relating to the Licensed Software, or (ii) any non-patent Intellect
ual Property Rights of METAIO or its affiliates covering or relating to (a) any
product or invention other than the Licensed Software or (b) any combination of
any software or METAIO software with any other product or invention. Any rights
not expressly granted to Customer herein are hereby reserved by METAIO. The fore
going limitations shall in no way be deemed a derogation of the express rights g
ranted by METAIO in Section 1 to Customer.
b- Customer shall not engage in any act or failure to act, that enables, causes
or facilitates any use or distribution of the Licensed Software in a manner that
causes any patents, copyrights or other Intellectual Property Rights owned or c
ontrolled by METAIO or any of its affiliates to become subject to any encumbranc
e or terms and conditions of any Open Source License. The rights granted by META
IO in Section 1 are conditioned upon Customer s full compliance with the foregoing
sentence. As used herein, Open Source License means any agreement that requires,
as a condition of use, modification and/or distribution of any software or other
software incorporated into, derived from or distributed with such software (eac
h, a work ), that complies with the following criteria: (a) the making available of
source code, object code or design information regarding a work; (b) the granti
ng of any permission or other right for creating modifications to or derivative
works regarding a work; (c) the granting of any royalty-free license rights to a

ny party under any patents or other Intellectual Property Rights regarding a wor
k. By means of example and without limitation, Open Source License includes the fo
llowing licenses and/or distribution models: (i) the GNU General Public License,
(ii) the GNU Lesser General Public License, (iii) the Mozilla Public License or
(iv) any other open source, free software or community licenses (such as, witho
ut limitation, those listed on http://www.opensource.org/licenses/alphabetical).
c- Customer will not: (i) reverse engineer, disassemble, decompile, or translate
the Licensed Software, or otherwise attempt to derive the source code of the Li
censed Software, except if and only to the extent expressly permitted by applica
ble law; (ii) use the Licensed Software or any part of the Licensed Software, th
e documentation or Customer s knowledge of the Licensed Software to create a produ
ct with the same or substantially the same functionalities as the Licensed Softw
are, to create or develop any developer tools (including without limitation plug
-ins and middleware) or any software other than augmented reality Derivative Wor
ks; (iii) transfer or assign this Agreement or any of the rights, duties or obli
gations hereunder; (iv) except as expressly permitted hereby, rent, lease, loan
or otherwise in any manner provide or distribute the Licensed Software and/or do
cumentation or any copy of thereof to any third party.
d- Customer may not include in the Derivative Works (i) any content or materials
of any kind (text, graphics, images, photographs, video, sounds, etc.) that com
prise, depict or constitute profanity, pornographic images, nudity or explicit s
exual themes, defamatory or libelous statements or material considered illegal o
r objectionable, or (ii) any malware, malicious or harmful code, program or othe
r internal component (e.g., computer viruses, Trojan horses, etc. that could dam
age, destroy or adversely affect other software, firmware, hardware, data, syste
ms, services or networks.) Customer shall not use the Licensed Software and/or d
ocumentation to create, develop or publish any Derivative Works that invades, vi
olates or infringes the Intellectual Property rights (copyrights, patent rights,
trade secrets, trademark or service mark rights, privacy, publicity, or any oth
er rights) of any person or entity. In addition, Customer agrees not to design,
develop or publish any Derivative Works with the objective to, damage any comput
er, network, or any feature or function of a wireless device, computer or networ
k based on the use of such application. Customer represents and warrants that Cu
stomer has obtained all necessary permission and licenses from all copyright hol
ders, if any, in material or code used or recorded in any Derivative Works that
Customer creates or develops with the Licensed Software. The Right to Use the Li
censed Software granted to Customer hereunder is solely for the Permitted Use ex
pressly set forth in Section 1. The Licensed Software and documentation shall no
t be used for any other purpose.
5- METAIO s Intellectual Property Rights of Branding Features
a- Customer acknowledges the rights, title and interest of METAIO in Branding Fe
atures, and agrees not to register any trademark comprised or confusingly simila
r to any Branding Features in any country. Customer agrees that all use of Brand
ing Features will inure solely to the benefit of METAIO. Modifications of Brandi
ng Features performed by Customer are not permitted.
b- METAIO hereby grants Customer a non-exclusive, worldwide, non-sublicensable,
non-transferable, revocable right to use Branding Features in Derivative Works.
c- Customer s use of Branding Features shall not in any manner indicate, suggest o
r imply that METAIO is in any manner endorsing, approving, sponsoring or respons
ible for Customer s Derivative Works.
6- Support, Updates and Upgrades

a- In the sole discretion of METAIO, metaio SDK Customers who have a Right to Us
e, a Right to Deploy or who have bought the metaio SDK Basic or Pro Deployment o
ption, may receive Updates and/or Support for the use of the Licensed Software o
r deployment of the Derivative Works. Support, for metaio SDK Customers, will on
ly be provided through METAIO s website (www.metaio.com) and/or Forum.
b- Under this Agreement, Customer will not receive any Upgrades of the Licensed
Software from METAIO.
7- Disclaimer of Warranties.
a- METAIO warrants that the Licensed Software is free from material defects at t
he time of delivery. Material defects are deviations from the product specificat
ion, including in the accompanying documentation, where such deviations signific
antly impair the value of the software or its fitness for ordinary use as descri
bed in the documentation. The Customer shall immediately notify METAIO in writin
g of any material defect that may occur, specifying how the material defect mani
fests itself, what effect it has, under what circumstances it occurs, and how it
is to be classified from the Customer's point of view. Otherwise METAIO shall n
ot be liable for the material defect.
b- Provided that METAIO, having received notification of the material defect, ha
s established that a material defect actually exists, it will, at its option, re
medy such material defect (subsequent improvement or subsequent delivery) within
a reasonable period of time. If an attempt to remedy the material defect is not
successful within this period of time, and if such an attempt also fails within
a further reasonable time limit to be set by the Customer, and if, furthermore,
METAIO does not provide an interim solution, then the Customer can reduce (lowe
r) the license fee or cancel the Agreement. Nothing of the aforesaid shall preju
dice any claim for damages of the Customer. If any notified material defect cann
ot be ascribed to METAIO, then the Customer shall compensate METAIO for the time
spent, as well as for the accrued costs (in particular travel expenses), in eac
h case at the applicable rate.
c- METAIO is entitled to bypass any material defect that may arise with an inter
im solution if the material defect itself can only be remedied at unreasonable e
xpense, and if the run time and response time of the licensed software are not s
eriously impaired as a result of the interim solution.
d- METAIO is not obligated to warrant if modifications have been made to the Lic
ensed Software unless the Customer provides evidence that the modifications are
in no way connected with the defect that has occurred and that such modification
s do not significantly hinder analysis and remedying of the defect.
e- Claims of defects are statute barred within 12 months following the delivery
of the Licensed Software. This does not apply if the corresponding defect has be
en maliciously concealed. Acquisition of further rights of use for licensed soft
ware already installed does not reset the period of limitation.
f- EXCEPT FOR THE FOREGOING LIMITED WARRANTIES IN THIS SECTION 7, METAIO MAKES N
O WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULA
R PURPOSE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN B
Y METAIO OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WA
RRANTY.
8- Overall Liability

a- METAIO shall be fully liable for damage caused intentionally or by gross negl
igence, if a defect has been maliciously concealed, if a specific condition has
been guaranteed and for damages based on the Product Liability Act ( Produkthaftun
gsgesetz ).
b- METAIO will only be liable for other damage if an obligation has been violate
d by simple negligence, compliance with which is of particular importance in ord
er to achieve the purpose of the Agreement, and if the damage caused hereby is b
oth typical and foreseeable based on the contractually agreed use of the License
d Software. In such a case, the liability is restricted to an amount twice that
of the license fees paid under the terms of this Agreement.
c- In the event of initial impossibility of performance METAIO shall be liable o
nly if it had knowledge of the impediment to performance, or if its lack of know
ledge is due to gross negligence.
d- METAIO is only liable for the recovery of data provided that Customer has, ap
propriate to the level of risk, made regular backup copies, and ensured that the
data from such backup copies can be reconstructed at reasonable expense. Any fu
rther liability for loss of data is excluded.
e- In no event, shall METAIO under this Agreement be liable for injury or damage
to business, lost profits, revenues or goodwill of any party hereto, or for any
special, consequential, or incidental damages, whether for breach of warranty,
breach of contract, repudiation of contract, termination, negligence, or otherwi
se, even if it shall have been advised of the possibility of such damages, excep
ting, however, any damages or other cost, expense or liability arising from a br
each of confidentiality, personal injury, property damage, gross negligence, or
willful misconduct.
f- The above regulations shall also apply in favor of the employees and vicariou
s agents of METAIO.
g- With the exception of claims based on tortious acts, Customer s claims for dama
ges, liability for which is limited in accordance with the above provision, beco
me statute-barred within one year of the start of the statutory limitation perio
d.
h- This section states the entire liability of METAIO. In no event, shall METAIO
be liable for any direct or indirect damage other than those stated in this Sec
tions 8.
9- Indemnity.
Customer agrees to indemnify and hold METAIO, its subsidiaries and affiliates an
d each of their respective officers, directors and employees harmless from and a
gainst any and all claims, demands, causes of action, losses, liabilities, damag
es, costs and expenses, incurred or otherwise suffered by METAIO (including but
not limited to costs of defense, investigation and reasonable attorney s fees) ari
sing out of, resulting from or in connection with (i) any use, reproduction or d
istribution of the Derivative Works, which causes an infringement of any patent,
copyright, trademark, trade secret, or other Intellectual Property, publicity o
r privacy right of any third parties arising in any jurisdiction anywhere in the
world, (ii) the download, distribution, installation, storage, execution, use o
r transfer of Derivative Works, related content or materials, by any person or e
ntity except and solely to the extent such infringement is caused by the unmodif
ied Licensed Software, or portions thereof, as supplied to Customer by METAIO un
der this Agreement, and/or (iii) any breach of this Agreement by Customer. If an
d as requested by METAIO, Customer agrees to defend METAIO in connection with an

y third party claims, demands, or causes of action resulting from, arising out o
f or in connection with any of the foregoing.
10- Confidentiality
a- Both parties agree that the Licensed Software contains Confidential Informati
on pertinent to METAIO. Customer undertakes to protect from disclosure to any th
ird party the Licensed Software - including all accompanying documentation, any
backup copies made, and all other information of METAIO identified or marked as
Confidential and which is made accessible to Customer within the context of this
Agreement. Customer shall not disclose, or permit the disclosure of, the Licens
ed Software and/or documentation in any form or any information relating to the
Licensed Software and/or documentation to any third party without METAIO s prior w
ritten permission. Customer acknowledges that the unauthorized use or disclosure
of the METAIO s Confidential Information would cause METAIO to incur irreparable
harm and significant damages, the degree of which may be difficult to ascertain.
Accordingly, Customer agrees that METAIO will have the right to obtain immedia
te equitable relief to enjoin any unauthorized use or disclosure of its Confiden
tial Information, in addition to any other rights and remedies that it may have
at law or otherwise.
b- The Confidential Information will not include information that: (i) is now or
thereafter becomes generally known or available to the public, through no act o
r omission on the part of Customer, (ii) is expressly revealed by METAIO on a no
n-confidential basis, (iii) was known by Customer prior to receiving such inform
ation, or (iv) is rightfully acquired by Customer from a third party who has the
right to disclose it and who provides it without restriction as to use or discl
osure. The burden of proof for the existence of any of the above exceptions shal
l be borne by Customer.
11- Feedback
Customer, at its sole discretion, may report its findings and results of the use
of the Licensed Software ("Feedback"). Feedback includes, without limitation, s
uggestions, comments, ideas or know how about the Licensed Software in direct co
nnection with Customer s evaluation and use (whether presented orally, in written
form or otherwise) and Derivative Works or parts of the Derivative Works in mach
ine readable form or source code. With respect to such Feedback, Customer hereby
grants METAIO, under the applicable Intellectual Property Rights owned by Custo
mer, the worldwide, non-exclusive, perpetual, irrevocable, royalty-free rights:
(1) to use, copy and modify Feedback, to create derivative works and/or include
such Feedback in the Licensed Software thereof, (2) to make (and have made), use
, import, sell, offer for sale, lease or otherwise distribute any products or se
rvices of METAIO containing Feedback, and (3) to sublicense the foregoing rights
to the extent a license is necessary for using products or services of METAIO.
12- Extinction of Rights
Customer's Right to Use the Licensed Software and Deploy the Derivative Works, w
ith or without Branding Features, becomes extinct, without notice being required
, if Customer breaches any of the above terms of the Agreement. In such a case,
Customer is obliged, at the discretion of METAIO, to return or destroy the tangi
ble items or embodiments, all copies and documentation. Any such destruction mus
t be confirmed in writing to METAIO.
13- Waiver

No failure to exercise, nor any delay in exercising, on the part of METAIO, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any singl
e or partial exercise of any right or remedy prevent any further exercise thereo
f or the exercise of any other right or remedy. The waiver by METAIO of any brea
ch shall not be deemed a waiver of any subsequent breach of the same or any othe
r term of this Agreement.
14- Severability
If any provision of this Agreement shall be held or become invalid, this shall n
ot prejudice the validity of the other provisions of this Agreement. METAIO and
Customer agree on replacing the invalid provision with a valid provision, which
most closely approximates to the commercial objective of The Parties. The same a
pplies to eventual loopholes in this Agreement.
15- Audit rights
a- Upon written request by METAIO, Customer shall, within a period of 15 days fo
llowing receipt of the request, supply METAIO in writing with all requested info
rmation on the type and extent of use, by Customer, of the Licensed Software at
the time, which is necessary to examine whether such use complies with the provi
sions of this License Agreement.
b- During the term of this Agreement, METAIO is entitled, at its own expense, to
have a member of the tax advising or business consulting professions who is swo
rn to professional secrecy, or any other independent expert, verify whether ther
e has been compliance with the provisions of this License Agreement. The auditor
must be granted access to inspect all documents and files deemed definitive for
calculating the extent of use of the Licensed Software. If such verification re
veals any inaccuracies, then the audit fees shall be borne by Customer, otherwis
e they will be borne by METAIO.

16- Third Party Software/Licenses

a- The Licensed Software may use or be integrated by third party software, which
requires additional terms and conditions. Such third party software additional
terms and conditions, listed and identified in the Master List of TPS Licenses
at http://www.metaio.com/licenses/tps-master-list, are part of and incorporated
into this Agreement. By accepting this Agreement, Customer is also accepting the
additional terms and conditions set forth herein. METAIO will not warranty, ind
emnify or otherwise be held liable for any third party software.
b- THIS PRODUCT IS LICENSED UNDER THE MPEG-4 VISUAL PATENT PORTFOLIO LICENSE FOR
THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER FOR (i) ENCODING VIDEO IN COM
PLIANCE WITH THE MPEG-4 VISUAL STANDARD ( MPEG-4 VIDEO ) AND/OR (ii) DECODING MPEG-4
VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL A
CTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED BY MPEG LA TO PROVIDE
MPEG-4 VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDI
TIONAL INFORMATION INCLUDING THAT RELATING TO PROMOTIONAL, INTERNAL AND COMMERCI
AL USES AND LICENSING MAY BE OBTAINED FROM MPEG LA, LLC. SEE HTTP://WWW.MPEGLA.C
OM.
17- Final provisions
a- Any modification or amendment to this Agreement must be made in writing to be
come effective. Verbal ancillary agreements are deemed not to exist.

b- The terms of this Agreement apply only to the version of the Licensed Softwar
e available when acquired. Any previous or subsequent license granted to Custome
r for use of the Licensed Software shall be governed by the terms and conditions
of the agreement entered into when Customer purchases or acquires that version
of the Licensed Software.
c- At METAIO s request and upon breach of any of the Terms of this Agreement, Cus
tomer agrees to immediately remove the Derivative Works from Public Space.
d- Customer hereby grants METAIO a non-exclusive, worldwide, non-sublicensable,
non-transferable, irrevocable right to use Derivative Works and/or Customer s name
, logos, trademarks, webpages, or any other distinctive feature of Derivative Wo
rks and/or Customer for marketing purposes, press releases, product brochures an
d financial reports and, in so doing, refer to the fact that Customer has used t
he Licensed Software.
e- Customer further agrees to METAIO's establishment of a hyperlink to Customer'
s corresponding online service within the framework of its own homepage.
f- Offsetting by Customer is excluded unless Customer s claim is uncontested, read
y for decision or defined by final enforceable judgment. The same applies to Cus
tomer s rights of retention.
g- This Agreement is subject exclusively to the substantive law of the Federal R
epublic of Germany- with the exception of the UN Convention on Contracts for the
International Sales of Goods.
h- The place of performance shall be the corporate seat of METAIO in Munich, Ger
many.
i- The Parties agree that the regional court of Munich (LG Mnchen I) shall have e
xclusive jurisdiction for any disputes arising out of or in connection with this
Agreement. METAIO is entitled to sue Customer at any other legal place of juris
diction.

License for metaio Cloud Plugin (Version 28/02/2014) - Copyright (c) 2003-2014 m
etaio GmbH, 80335 Munich, Germany [METAIO]

METAIO software licenses for the metaio Cloud Plugin, including all demos, are s
ubject exclusively to these Terms and Conditions. Any conflicting terms and cond
itions shall be deemed excluded, be it by express or implied agreement.
0- Definitions:
-

About Box - it is a box contained in the Application, accessible for users of the
Application, which gives credit to the author of the Application and which must
include the information stated in Section 2.c.ii of this Agreement.

- Application - Application means the application developed by the Customer in whic

h the Licensed Software is integrated.
- Branding Features - the Branding Features include but are not limited to METAIO s t
rademarks, watermarks, logos, web pages or other distinctive features.
- Channel - a Channel is a representation of Customer s content within junaio. The Chan
nel is also accessed through the Licensed Software in the Application via the ju
naio/metaio cloud, which may access the Customer s server, or via Customer s server.
The use of the junaio/metaio cloud to access the Channel is subject to the Term
s of Service found in the following link: http://www.metaio.com/imprint/ .
- Commercial Terms - the applicable sales terms established in the relevant quote o
r in the product description on the metaio website, in accordance to the subscri
ption obtained or acquired by the Customer.
- Confidential Information - Confidential Information means the Licensed Software, ac
companying documentation and any technical information disclosed by METAIO to Cu
stomer that is disclosed in writing, orally, graphically, electronically or by o
bservation or otherwise, is identified as confidential or proprietary at the time of
disclosure or under the circumstances, a person exercising reasonable business
judgment would understand to be confidential or proprietary.
- Customer - You or the organization/company that you have full legal authority to
bind to these Terms and Conditions.
- junaio - metaio s Augmented Reality browser.
- the Licensed Software - means the metaio Cloud Plugin.
- Public Space - the Public Space includes, but is not limited to, the Apple App St
ore, Google Play, any other online store or distribution channel in/by which the
Application is shared or published.
- License to Deploy - the license Customer has in order to publish his/her/its Appl
ication(s), containing the Licensed Software as an integral part, in the Public
Space.
- The Parties - Customer and METAIO.
- Updates - means an update to the Licensed Software made available to Customer by
METAIO.
- Upgrades - means any enhancement or improvement to the functionality of the Licen
sed Software (excluding Updates) made available to Customer by METAIO.
1- License Grant to Use and Deploy the Software

a- Right to Use the Licensed Software- the Licensed Software is intended for use
as a tool to enable Customer to display junaio Channels on its Application(s) (
the Permitted Use ). Subject to the Terms and Conditions of this Agreement, METAIO
hereby grants Customer a personal, non-exclusive, non-sublicensable, non-transfe
rable, time-limited, revocable license to download, install and use the Licensed
Software in machine-readable form solely for the above mentioned Permitted Use,
and subject to the Obligations set forth in Section 2.
b- License to Deploy- Subject to the Obligations set forth in Section 2, all oth
er Terms and Conditions in this Agreement and the Commercial Terms, METAIO hereb
y grants Customer a personal, time-limited, non-exclusive, non-sublicenceable, n
on-transferable, non-assignable, revocable License to Deploy the Licensed Softwa
re as an integral component of the Customer s Application(s). The date of deployme
nt will commence on the day of activation of the Licensed Software.
c- Subject to the Terms and Conditions of this Agreement set forth below, Custom
er may reproduce and use a reasonable number of copies of the documentation sole
ly to support Customer s Permitted Use of the Licensed Software.
d- METAIO may, at its sole discretion and in accordance to the Commercial Terms
agreed upon between METAIO and Customer, provide Customer with other software or
services together with the Licensed Software.
2- Obligations of Customer
a. In order to obtain a Right to Use and Deploy the Licensed Software, Customer
must accept the terms of this Agreement together with the Terms of Service and t
he Commercial Terms.
b. In accordance to the Commercial Terms applicable to the subscription obtained
or acquired by the Customer, Customer:
i. must include Branding Features in the Customer s Application(s), including but
not limited to displaying Branding Features in video images and starting splash
screens; or
ii. may exclude Branding Features from the Customer s Application(s)
c. Customers shall only deploy the Licensed Software for the time period and, on
the amount of Customer Applications specified in the applicable Commercial Term
s.
d. Customer s Application must:
i. be submitted to Public Space together with an EULA (End User License Agreemen
t) that contains the information stated in Section 2.d.ii herein and that is as
prohibitive as the Terms in this Agreement. If Customer uses Public Space s EULA,
Customer must verify that the License Terms of Public Space are as prohibitive a
s the Terms in this Agreement.
ii. have an About Box, which includes the following statements:
* The application has been developed using metaio s Cloud Plugin to provide this a
pplication with an integrated Augmented Reality experience
* For more information regarding the metaio Cloud Plugin license agreement pleas
e go to: http://www.metaio.com/imprint/
If Customer has a License to Deploy, Customer must provide the Application name,
Channel ID and unique identifier, for metaio to allow Customer access to the Ch

annel through the Licensed Software integrated into the Application(s). Customer
grants METAIO a non-exclusive, worldwide, non-sublicensable, non-transferable,
irrevocable right to display the Channel in junaio.
e. At its own expense, Customer shall procure, and install in good time, additio
nal hardware and software, which may be necessary for use of the Licensed Softwa
re within its IT system or network.
f. Upon acceptance of the terms and conditions of this Agreement by Customer, Cu
stomer is deemed to agree that the terms and conditions of this Agreement shall
govern over any other additional terms stipulated or introduced by Customer, if
any, whether incorporated into any existing or subsequent purchase order, invoic
e, quotation or any other similar documentation that purports to vary the terms
and conditions herein. Such other additional terms stipulated or introduced by C
ustomer shall be considered void and of no effect unless agreed to in writing an
d signed by an authorized representative of METAIO.

3- Obligations of METAIO
METAIO shall deliver the Licensed Software to Customer and, upon payment
by Customer of all applicable fees, enable the deployment of the Licensed Softw
are.
4- Restrictions
a. The Licensed Software only supports iOS and Android platforms.
b. As between Customer and METAIO, METAIO and its third party licensors hereby r
etain all right, title and interest in and to the Licensed Software, including w
ithout limitation all copy-rights, patent rights, trademark rights and all other
Intellectual Property Rights therein or related thereto. This Agreement does no
t convey or otherwise provide to Customer, title or any ownership rights or inte
rests in or to any Intellectual Property Rights of METAIO or any of its affiliat
es, including but not limited to (1) those incorporated in the Licensed Software
or any component of the Licensed Software, or (2) any METAIO patents, patent ap
plications, works of authorship, trade secrets, know-how, ideas, or any other su
bject matter protectable under Intellectual Property Rights laws of any jurisdic
tion. METAIO and its third party licensors are the sole and exclusive owners of
and retains all right, title and interest in and to all Licensed Software, inclu
ding, all Intellectual Property Rights in each of the foregoing. Neither the del
ivery of any software nor any provision of this Agreement (including, without li
mitation, the rights and licenses granted by METAIO to Customer in Section 1) sh
all be deemed or construed to grant to Customer either expressly, by implication
, by way of estoppel, or otherwise any right, license, or authority to infringe
or immunity from infringement liability under (i) any of METAIO s or its affiliate
s patents, including, without limitation, any patents covering or relating to the
Licensed Software, or (ii) any non-patent Intellectual Property Rights of METAI
O or its affiliates covering or relating to (a) any product or invention other t
han the Licensed Software or (b) any combination of any software or METAIO softw
are with any other product or invention. Any rights not expressly granted to Cus
tomer herein are hereby reserved by METAIO. The foregoing limitations shall in n
o way be deemed a derogation of the express rights granted by METAIO in Section
1 to Customer.
c. Customer shall not engage in any act or failure to act, that enables, causes
or facilitates any use or distribution of the Licensed Software in a manner that
causes any patents, copyrights or other Intellectual Property Rights owned or c

ontrolled by METAIO or any of its affiliates to become subject to any encumbranc

e or terms and conditions of any Open Source License. The rights granted by META
IO in Section 1 are conditioned upon Customer s full compliance with the foregoing
sentence. As used herein, Open Source License means any agreement that requires,
as a condition of use, modification and/or distribution of any software or other
software incorporated into, derived from or distributed with such software (eac
h, a work ), that complies with the following criteria: (a) the making available of
source code, object code or design information regarding a work; (b) the granti
ng of any permission or other right for creating modifications to or derivative
works regarding a work; (c) the granting of any royalty-free license rights to a
ny party under any patents or other Intellectual Property Rights regarding a wor
k. By means of example and without limitation, Open Source License includes the fo
llowing licenses and/or distribution models: (i) the GNU General Public License,
(ii) the GNU Lesser General Public License, (iii) the Mozilla Public License or
(iv) any other open source, free software or community licenses (such as, witho
ut limitation, those listed on http://www.opensource.org/licenses/alphabetical).
d. Customer will not: (i) reverse engineer, disassemble, decompile, or translate
the Licensed Software, or otherwise attempt to derive the source code of the Li
censed Software, except if and only to the extent expressly permitted by applica
ble law; (ii) use the Licensed Software or any part of the Licensed Software, th
e documentation or Customer s knowledge of the Licensed Software to create a produ
ct with the same or substantially the same functionalities as the Licensed Softw
are, to create or develop any developer tools (including without limitation plug
-ins and middleware) or any software other than the Application ; (ii) transfer
or assign this Agreement or any of the rights, duties or obligations hereunder;
(iii) remove or modify any marks or proprietary notices of METAIO; (iv)except as
expressly permitted hereby, rent, lease, loan or otherwise in any manner provid
e or distribute the Licensed Software and/or documentation or any copy of thereo
f to any third party.
e. Customer may not include in the Application (i) any content or materials of a
ny kind (text, graphics, images, photographs, video, sounds, etc.) that comprise
, depict or constitute profanity, pornographic images, nudity or explicit sexual
themes, defamatory or libelous statements or material considered illegal or obj
ectionable, or (ii) any malware, malicious or harmful code, program or other int
ernal component (e.g., computer viruses, Trojan horses, etc. that could damage,
destroy or adversely affect other software, firmware, hardware, data, systems, s
ervices or networks.) Customer shall not use the Licensed Software and/or docume
ntation to create, develop or publish any Application that invades, violates or
infringes the Intellectual Property rights (copyrights, patent rights, trade sec
rets, trademark or service mark rights, privacy, publicity, or any other rights)
of any person or entity. In addition, Customer agrees not to design, develop or
publish any Application with the objective to, damage any computer, network, or
any feature or function of a wireless device, computer or network based on the
use of such application. Customer represents and warrants that Customer has obta
ined all necessary permission and licenses from all copyright holders, if any, i
n material or code used or recorded in any Application that Customer creates or
develops with the Licensed Software. The Right to Use the Licensed Software gran
ted to Customer hereunder is solely for the Permitted Use expressly set forth in
Section 1. The Licensed Software and documentation shall not be used for any ot
her purpose.
5- METAIO s Intellectual Property Rights of Branding Features
f. Customer acknowledges the rights, title and interest of METAIO in Branding Fe
atures, and agrees not to register any trademark comprised or confusingly simila
r to any Branding Features in any country. Customer agrees that all use of Brand
ing Features will inure solely to the benefit of METAIO. Modifications of Brandi

ng Features performed by Customer are not permitted.

g. METAIO hereby grants Customer a personal, non-exclusive, worldwide, non-subli
censable, non-transferable, non-assignable, revocable right to use Branding Feat
ures in the Application or Applications.
h. Customer s use of Branding Features shall not in any manner indicate, suggest o
r imply that METAIO is in any manner endorsing, approving, sponsoring or respons
ible for Customer s Application(s).
6- Support, Updates and Upgrades
i. At the sole discretion of METAIO, Customers of the Licensed Software may rece
ive Updates and/or support for the use of the Licensed Software or deployment of
the Licensed Software. Updates are made available to Customer by METAIO at its
sole discretion. Support, for the Licensed Software Customers, will only be prov
ided through METAIO s website (www.metaio.com) and/or forum. Premium support may
be provided via email or phone, to certain Customers depending on the Commercial
Terms of the subscription acquired.
j. At the sole discretion of METAIO, METAIO may make certain internal server upd
ates that affect the full functionality of the Licensed Software. In the event o
f such internal server update, Customer shall be required to download an Update
made available by METAIO in order to restore full functionality of the Licensed
Software.
k. Under this Agreement, Customer may, at the sole discretion of METAIO, receiv
e Upgrades of the Licensed Software from METAIO.
7- Disclaimer of Warranties.
l. METAIO warrants that the Licensed Software is free from material defects at t
he time of delivery. Material defects are deviations from the product specificat
ion (subject to change from time to time), including in the accompanying documen
tation, where such deviations significantly impair the value of the software or
its fitness for ordinary use as described in the documentation. The Customer sha
ll immediately notify METAIO in writing of any material defect that may occur, s
pecifying how the material defect manifests itself, what effect it has, under wh
at circumstances it occurs, and how it is to be classified from the Customer's p
oint of view. Otherwise METAIO shall not be liable for the material defect.
m. Provided that METAIO, having received notification of the material defect, ha
s established that a material defect actually exists, it will, at its option, re
medy such material defect (subsequent improvement or subsequent delivery) within
a reasonable period of time. If an attempt to remedy the material defect is not
successful within this period of time, and if such an attempt also fails within
a further reasonable time limit to be set by the Customer, and if, furthermore,
METAIO does not provide an interim solution, then the Customer can reduce (lowe
r) the license fee or cancel the Agreement. Nothing of the aforesaid shall preju
dice any claim for damages of the Customer. If any notified material defect cann
ot be ascribed to METAIO, then the Customer shall compensate METAIO for the time
spent, as well as for the accrued costs (in particular travel expenses), in eac
h case at the applicable rate.
n. METAIO is entitled to bypass any material defect that may arise with an inter
im solution if the material defect itself can only be remedied at unreasonable e
xpense, and if the run time and response time of the licensed software are not s
eriously impaired as a result of the interim solution.

o. METAIO is not obligated to warrant if modifications have been made to the Lic
ensed Software unless the Customer provides evidence that the modifications are
in no way connected with the defect that has occurred and that such modification
s do not significantly hinder analysis and remedying of the defect.
p. Claims of defects are statute barred within 12 months following the delivery
of the Licensed Software. This does not apply if the corresponding defect has be
en maliciously concealed. Acquisition of further rights of use for licensed soft
ware already installed does not reset the period of limitation.
q. EXCEPT FOR THE FOREGOING LIMITED WARRANTIES IN THIS SECTION 7, METAIO MAKES N
O WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULA
R PURPOSE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN B
Y METAIO OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WA
RRANTY.
8- Overall Liability
r. METAIO shall be fully liable for damage caused intentionally or by gross negl
igence, if a defect has been maliciously concealed, if a specific condition has
been guaranteed and for damages based on the Product Liability Act ( Produkthaftun
gsgesetz ).
s. METAIO will only be liable for other damage if an obligation has been violate
d by simple negligence, compliance with which is of particular importance in ord
er to achieve the purpose of the Agreement, and if the damage caused hereby is b
oth typical and foreseeable based on the contractually agreed use of the License
d Software. In such a case, the liability is restricted to an amount twice that
of the license fees paid under the terms of this Agreement.
t. In the event of initial impossibility of performance METAIO shall be liable o
nly if it had knowledge of the impediment to performance, or if its lack of know
ledge is due to gross negligence.
u. METAIO is only liable for the recovery of data provided that Customer has, ap
propriate to the level of risk, made regular backup copies, and ensured that the
data from such backup copies can be reconstructed at reasonable expense. Any fu
rther liability for loss of data is excluded.
v. In no event, shall METAIO under this Agreement be liable for injury or damage
to business, lost profits, revenues or goodwill of any party hereto, or for any
special, consequential, or incidental damages, whether for breach of warranty,
breach of contract, repudiation of contract, termination, negligence, or otherwi
se, even if it shall have been advised of the possibility of such damages, excep
ting, however, any damages or other cost, expense or liability arising from a br
each of confidentiality, personal injury, property damage, gross negligence, or
willful misconduct.
w. The above regulations shall also apply in favor of the employees and vicariou
s agents of METAIO.
x. With the exception of claims based on tortious acts, Customer s claims for dama
ges, liability for which is limited in accordance with the above provision, beco
me statute-barred within one year of the start of the statutory limitation perio
d.
9- Indemnity.

Customer agrees to indemnify and hold METAIO, its subsidiaries and affiliates an
d each of their respective officers, directors and employees harmless from and a
gainst any and all claims, demands, causes of action, losses, liabilities, damag
es, costs and expenses, incurred or otherwise suffered by METAIO (including but
not limited to costs of defense, investigation and reasonable attorney s fees) ari
sing out of, resulting from or in connection with (i) any use, reproduction or d
istribution of the Application, which causes an infringement of any patent, copy
right, trademark, trade secret, or other Intellectual Property, publicity or pri
vacy right of any third parties arising in any jurisdiction anywhere in the worl
d, (ii) the download, distribution, installation, storage, execution, use or tra
nsfer of the Application, related content or materials, by any person or entity
except and solely to the extent such infringement is caused by the unmodified Li
censed Software, or portions thereof, as supplied to Customer by METAIO under th
is Agreement, and/or (iii) any breach of this Agreement by Customer. If and as r
equested by METAIO, Customer agrees to defend METAIO in connection with any thir
d party claims, demands, or causes of action resulting from, arising out of or i
n connection with any of the foregoing.
10- Confidentiality
a- Both parties agree that the Licensed Software contains Confidential Informati
on pertinent to METAIO. Customer undertakes to protect from disclosure to any th
ird party the Licensed Software - including all accompanying documentation, any
backup copies made, and all other information of METAIO identified or marked as
Confidential and which is made accessible to Customer within the context of this
Agreement. Customer shall not disclose, or permit the disclosure of, the Licens
ed Software and/or documentation in any form or any information relating to the
Licensed Software and/or documentation to any third party without METAIO s prior w
ritten permission. Customer acknowledges that the unauthorized use or disclosure
of the METAIO s Confidential Information would cause METAIO to incur irreparable
harm and significant damages, the degree of which may be difficult to ascertain.
Accordingly, Customer agrees that METAIO will have the right to obtain immedia
te equitable relief to enjoin any unauthorized use or disclosure of its Confiden
tial Information, in addition to any other rights and remedies that it may have
at law or otherwise.
b- The Confidential Information will not include information that: (i) is now or
thereafter becomes generally known or available to the public, through no act o
r omission on the part of Customer, (ii) is expressly revealed by METAIO on a no
n-confidential basis, (iii) was known by Customer prior to receiving such inform
ation, or (iv) is rightfully acquired by Customer from a third party who has the
right to disclose it and who provides it without restriction as to use or discl
osure. The burden of proof for the existence of any of the above exceptions shal
l be borne by Customer.
11- Feedback
Customer, at its sole discretion, may report its findings and results of the use
of the Licensed Software ("Feedback"). Feedback includes, without limitation, s
uggestions, comments, ideas or know how about the Licensed Software in direct co
nnection with Customer s use (whether presented orally, in written form or otherwi
se) and Application or parts of the Application in machine readable form or sour
ce code. With respect to such Feedback, Customer hereby grants METAIO, under the
applicable Intellectual Property Rights owned by Customer, the worldwide, non-e
xclusive, perpetual, irrevocable, royalty-free rights: (1) to use, copy and modi
fy Feedback, to create derivative works and/or include such Feedback in the Lice
nsed Software thereof, (2) to make (and have made), use, import, sell, offer for
sale, lease or otherwise distribute any products or services of METAIO containi

ng Feedback, and (3) to sublicense the foregoing rights to the extent a license
is necessary for using products or services of METAIO.
12- Extinction of Rights
Customer's Right to Use and License to Deploy the Licensed Software become extin
ct, without notice being required, if Customer breaches any of the above terms o
f the Agreement. In such a case, Customer is obliged, at the discretion of METAI
O, to return or destroy the tangible items or embodiments, all copies and docume
ntation. Any such destruction must be confirmed in writing to METAIO.
13- Waiver
No failure to exercise, nor any delay in exercising, on the part of METAIO, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any singl
e or partial exercise of any right or remedy prevent any further exercise thereo
f or the exercise of any other right or remedy. The waiver by METAIO of any brea
ch shall not be deemed a waiver of any subsequent breach of the same or any othe
r term of this Agreement.
14- Severability
If any provision of this Agreement shall be held or become invalid, this shall n
ot prejudice the validity of the other provisions of this Agreement. METAIO and
Customer agree on replacing the invalid provision with a valid provision, which
most closely approximates to the commercial objective of The Parties. The same a
pplies to eventual loopholes in this Agreement.
15- Audit rights
a- Upon written request by METAIO, Customer shall, within a period of 15 days fo
llowing receipt of the request, supply METAIO in writing with all requested info
rmation on the type and extent of use, by Customer, of the Licensed Software at
the time, which is necessary to examine whether such use complies with the provi
sions of this License Agreement.
b- During the term of this Agreement, METAIO is entitled, at its own expense, to
have a member of the tax advising or business consulting professions who is swo
rn to professional secrecy, or any other independent expert, verify whether ther
e has been compliance with the provisions of this License Agreement. The auditor
must be granted access to inspect all documents and files deemed definitive for
calculating the extent of use of the Licensed Software. If such verification re
veals any inaccuracies, then the audit fees shall be borne by Customer, otherwis
e they will be borne by METAIO.
16- Third Party Software
The Licensed Software may use or be integrated by third party software, which re
quires additional terms and conditions. Such third party software additional te
rms and conditions, listed and identified in the Master List of TPS Licenses at
http://www.metaio.com/licenses/tps-master-list, are part of and incorporated int
o this Agreement. By accepting this Agreement, Customer is also accepting the ad
ditional terms and conditions set forth herein. METAIO will not warranty, indemn
ify or otherwise be held liable for any third party software.

17- Final provisions

a- Any modification or amendment to this Agreement must be made in writing to be
come effective. Verbal ancillary agreements are deemed not to exist.
b- The terms of this Agreement apply only to the version of the Licensed Softwar
e available when acquired. Any previous or subsequent license granted to Custome
r for use of the Licensed Software shall be governed by the terms and conditions
of the agreement entered into when Customer purchases or acquires that version
of the Licensed Software.
c- This Licensing Agreement, the Terms of Service, the Commercial Terms and any
third party software additional terms and conditions contained herein, constitut
e the entire agreement between the parties and supersedes all communications, ne
gotiations, arrangements and agreements, whether oral or written, between the pa
rties with respect to the subject matter of this Agreement.
d- At METAIO s request and upon breach of any of the Terms of this Agreement, Cust
omer agrees to immediately remove the Licensed Software from the Application.
e- Customer hereby grants METAIO a non-exclusive, worldwide, non-sublicensable,
non-transferable, irrevocable right to use the Application and/or Customer s name,
logos, trademarks, webpages, or any other distinctive feature of the Applicatio
n and/or Customer for marketing purposes, press releases, product brochures and
financial reports and, in so doing, refer to the fact that Customer has used the
Licensed Software.
f- Customer further agrees to METAIO's establishment of a hyperlink to Customer'
s corresponding online service within the framework of its own homepage.
g- Offsetting by Customer is excluded unless Customer s claim is uncontested, read
y for decision or defined by final enforceable judgment. The same applies to Cus
tomer s rights of retention.
h- This Agreement is subject exclusively to the substantive law of the Federal R
epublic of Germany- with the exception of the UN Convention on Contracts for the
International Sales of Goods.
i- The place of performance shall be the corporate seat of METAIO in Munich, Ger
many.
j- The Parties agree that the regional court of Munich (LG Mnchen I) shall have e
xclusive jurisdiction for any disputes arising out of or in connection with this
Agreement. METAIO is entitled to sue Customer at any other legal place of juris
diction.