MATTR Verifier SDK Licence Agreement

Last Updated: 07 Jul 2022


  1. Licence
    1. Subject to clause 1(b), MATTR Limited (MATTR, we, us or our) grants you a non-exclusive non-sublicensable non-transferable licence to use the MATTR Verifier SDK, including any associated documentation and any updates or modifications that we publish or make available to you (software), solely for the permitted purpose set out in section 4.
    2. You must not, without our prior written consent:
      1. distribute, modify, resell or otherwise deal in the software;
      2. remove any copyright, patent or other proprietary notices contained in the software; or
      3. use the software for any commercial purpose.

  2. Intellectual property rights
    1. All intellectual property rights, including copyright, (intellectual property rights) in the software are owned by MATTR or its licensors or assignees. Other than as expressly provided in these terms, nothing in these terms operates to transfer or assign ownership of intellectual property rights, or confers on you any right, title or interest in or to any of MATTR’s intellectual property rights or to any third party intellectual property rights.
    2. If you create any applications that incorporate any elements or components of the software:
      1. subject to clause 2(b)
      2. you will own all intellectual property rights in such applications; and MATTR will retain all intellectual property rights in, and these terms (including clause 1) will apply to, any incorporated element or component of the software.
      3. If you give us ideas, comments or suggestions relating to the software (feedback), all intellectual property rights that might subsist in the feedback are owned solely by us. We may use or disclose any feedback for any purpose, without your approval, and without any attribution or payment to you.
  3. Term
    These terms and the licence granted under them expires on the earlier of:
    1. 180 days from the date on which you first download, install, copy or otherwise use or access the software; and
    2. the date on which we notify you of the termination of these terms. When your licence expires, you must immediately stop using the software, and must return or destroy all copies of it in your possession or control.

  4. Permitted purpose
    For the purposes of the licence granted under these terms, and subject to clause 5, the only permitted purpose of the software is non-commercial, non-production, use including use in non-production proof of concepts and demonstrations.

  5. Fair dealing
    You may have "fair dealing" rights for the software under the law. These terms do not limit them to the extent that such law provides that those rights cannot be excluded, restricted or modified by these terms.

  6. No other rights
    You must not copy, reverse-engineer, decompile, disassemble, attempt to derive the source code of, or modify the software, or any part of the software, except to the extent that: (a) any such restriction is prohibited by applicable law; or (b) in the case of copying, such copying is for permitted purpose as set out in clause 4.

  7. IP challenges and patent claims
    1. You must not challenge our ownership of intellectual property rights that may subsist in the software or any other item or material created or developed by us or on our behalf under or in connection with the software or these terms.
    2. If you make any written claim that the software infringes or contributes to infringement of any patent, the licence to the software that has been granted to you under these terms ends immediately.
    3. You must notify us in writing immediately after becoming aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the software.

  8. Open source software
    1. The software may include elements subject to one or more open source licences (open source software). Any such open source software is licensed under its applicable licence terms, and is not subject to these terms unless otherwise specified.
    2. For a full list of open source software used in the software (including third-party notices containing credits or attributions where required for the use or redistribution of such open source software) see (i); and (ii) the software listed under ‘Dependencies’ in the NPM package overview. The installed NPM package may include bundled libraries that are not listed individually in the package overview.
    3. Even where open source software is governed by other licence terms, the limitations of liability set out in clause 12 will continue to apply as between you and MATTR, except to the extent that any such limitations are prohibited by applicable law.
  9. Termination for breach
    If we notify you in writing that you have breached any of these terms, you must remedy that breach to our reasonable satisfaction within 14 days of receiving our notice. If you don’t do so, we may terminate this agreement for breach immediately by written notice to you.

  10. Other rights to terminate
    We can terminate these terms at any time, for any reason or no reason at all, by giving you written notice of termination.

  11. Changes to these terms
    We may amend these terms at any time, with notice to you. By continuing to use the software after such notice, you agree to the terms as amended. If you do not agree to the terms as amended, you must immediately cease your use of the software.

  12. No Liability
    1. We do not represent or warrant that the software will operate without interruption or be errorfree, free from design defects or other defects, non-infringing, of any particular quality, fit for any particular purpose or free from viruses or other malicious code.
    2. To the maximum extent permitted by law, except as expressly provided in these terms, the software is provided on an “as is” and “as available” basis, without express or implied warranties, guarantees or conditions of any kind.
    3. To the maximum extent permitted by law, we will not be liable to you for any losses, damages, costs or claims arising out of these terms, the software, or your use of or inability to use the software, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
    4. If, despite the exclusion of liability in clause 12(c), we are found to be liable to you under or in connection with these terms, our liability will be limited to NZD$50.00 in aggregate.
    5. We will not be liable to you under or in connection with these terms for any lost profit, revenue, savings, business, data or goodwill, or for consequential, indirect, incidental or special damages or losses of any kind.
    6. Except where we have entered into a separate written agreement with you, the software is not provided with support services of any kind.
    7. You agree and represent that you are acquiring the software for the purposes of trade and, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 (or other applicable consumer protection laws in your country) do not apply to the supply of the software or these terms. You agree that it is fair and reasonable that the parties are bound by this clause.

  13. Governing law
    These terms and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand to deal with any dispute, litigation or other matter relating to these terms or the software. You must not object to the transfer of any proceedings to New Zealand courts on any basis, including inconvenience.

  14. General
    1. If any provision of these terms is found to be illegal, invalid or unenforceable, that provision will be read down to the minimum extent necessary so that it is legal, valid and enforceable whilst preserving the original intent (or, if such reading down is not possible, that provision will be deleted). Other provisions of these terms will continue to apply with full force and effect.
    2. Any reference in these terms to “including” and similar expressions are not used as, nor are they intended to be, interpreted as words of limitation.
    3. These terms constitute the entire agreement between you and us about the software and supersede any prior agreement or understandings between you and us and any prior representation or warranty given or made by you or us.
    4. We will only have waived a right or remedy under these terms if we have signed a written waiver. Any failure or delay by us in exercising a right or remedy under these terms or at law is not a waiver and will not prevent our further exercise of that, or of any other, right or remedy.