Copyright © Deyang iQIYI MengXiangZhanFang Science Co., Ltd. and its affiliates. All rights reserved.
This QIYU SDK License Agreement (“Agreement”) is a legal agreement between you and QIYU governing your use of our QIYU Software Development Kit. QIYU Software Development Kit means any SDK, application programming interfaces (“APIs”), tools, plugins, code, technology, specification, documentation, Platform Services, and/or content made available by us to others, including app developers and content providers (collectively, the “SDK”).
By downloading or using our SDK, you are agreeing to this Agreement along with other applicable terms and conditions such as the additional terms or documents accompanying the SDK, and acknowledging our Privacy Policy (opens new window)(collectively, “Terms”). If you use the SDK as an interface to, or in conjunction with other QIYU products or services, then the terms for those other products or services also apply. Here, "QIYU" means Deyang iQIYI MengXiangZhanFang Science Co., Ltd., formerly known as QIYU VR, LLC, a Delaware limited liability company with its principal place of business at 11F, LvDiZhongXin (B), HongTaiDongJie, ChaoYang, Beijing, P.R. China 100102, unless set forth, otherwise, we may refer to "QIYU" as "we", "our", or "us" in the Agreement.
You may not use the SDK and may not accept the Agreement if (1) you are a person with whom QIYU is prohibited from transacting business under applicable law, or (2) you are a person barred from using or receiving the SDK by QIYU or under the applicable laws of the China or other countries including the country in which you are resident or from which you use the SDK.
If you are using the SDK on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Agreement and by accepting the Agreement, you are doing so on behalf of that entity (and all references to "you" in the Agreement refer to that entity). This Agreement requires the resolution of any disputes between you and QIYU by binding arbitration on an individual basis; class actions and jury trials are not permitted.
1. License Grant
1.1 License. Subject to the Terms and the restrictions in this Section, QIYU hereby grants you a limited, royalty-free, non-exclusive, non-transferrable, non-sublicensable, revocable copyright license (“License”) during the term of this Agreement to use and reproduce the SDK solely to develop, test, or distribute your Application (defined below) and to enable you and/or your end users access to QIYU features through your Application. You may only use the SDK to develop Applications in connection with QIYU approved hardware and software products (“QIYU Approved Products”) unless the documentation accompanying the SDK expressly authorizes broader use such as with other third-party platforms.
1.1.1 If the SDK includes any libraries, sample source code, or other materials that we make available specifically for incorporation in your Application (as indicated by applicable documentation), you may incorporate those materials and reproduce and distribute them as part of your Application, including by distributing those materials to third parties contributing to your Application.
1.1.2 The SDK may include other content (e.g., sample code) that is for demonstration, reference, or other purposes and is subject to terms and conditions included with such materials. Such materials will be clearly marked in the applicable documentation. Absent such additional terms and conditions, you may modify, distribute, and sublicense any sample source made available as part of the SDK pursuant to the Terms.
1.1.3 The SDK may include QIYU content that is subject to your additional right to display the content to your end users through the use of the corresponding SDK, as contemplated by the documentation accompanying such SDK. For example, the SDK may include avatars that you may display to your end users.
1.2 General Restrictions. The License grant in this Section is solely for the purpose of developing, testing, and promoting your engines, tools, applications, content, games and demos, or other products and features (collectively, “Application”) and providing you and/or your end users access to QIYU services and features through your Application as contemplated by applicable documentation accompanying the SDK. You may not (or allow those acting on your behalf to):
1.2.1 modify or create derivative works from any SDK or its component (other than sample source code described in this Section or expressly authorized by the documents accompanying the SDK);
1.2.2 misrepresent or mask either your identity or your Application's identity when using the SDK or developer accounts;
1.2.3 attempt to circumvent any limitations documented with the SDK (e.g., limiting the number of requests you may make or end users you may serve);
1.2.4 reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code from the SDK, except to the extent that applicable law expressly permits despite this limitation;
1.2.5 alter, restrict, or interfere with the normal operation or functionality of the SDK, the QIYU hardware or software, or QIYU Approved Products, including, but not limited to: (a) the behavior of the “QIYU button” and “XBox button” implemented by the QIYU system software; (b) any on-screen messages or information; (c) the behavior of the proximity sensor in the QIYU hardware implemented by the QIYU system software; (d) any QIYU hardware or software security features; (e) any end user's settings; and (f) the QIYU Flash Screen Warnings or Health and Safety Warnings;
1.2.6 use the SDK or your Application in a manner that violates: (a) the QIYU Data Use Policy (opens new window) (where applicable); (b) any rights of QIYU or third parties; (c) applicable laws (such as laws regarding import, export, privacy, health & safety); or (d) other terms of service with QIYU or its affiliates;
1.2.7 remove, obscure, or alter any QIYU Terms or any links to or notices of those Terms;
1.2.8 use or redistribute the SDK or any portion thereof in any manner that would cause the SDK (or any portion thereof) or QIYU to become subject to the terms of any open source license or other restrictions.
1.3 Distribution and Sublicense Restrictions. The redistribution and sublicense rights under this Section are further subject to the following restrictions: (1) redistribution of sample source code or other materials must include the following copyright notice: “Copyright ©Deyang iQIYI MengXiangZhanFang Science Co., Ltd. and its affiliates. All rights reserved;” and (2) If the sample source code or other materials include a "License" or "Notice" text file, you must provide a copy of the License or Notice file with the sample code.
1.4 Privacy and Security. You are responsible for the data of your Application and agree to comply with all applicable privacy and data protection laws, as well as our applicable terms and policies. You represent and warrant that you have provided robust and sufficiently prominent notice to users regarding data processing that includes, at a minimum, that third parties, including QIYU and its affiliates, may collect or receive information from your Application.
1.5 You have no obligations under this Agreement to license or make available your Application to QIYU, its affiliates, or any third parties. Nothing in this Agreement obligates QIYU or its affiliates to enable you or any of your Applications to access, interact with, or retrieve or publish content to any QIYU platform or service. However, QIYU and/or its affiliates may require you to agree to additional terms as a condition of providing you with such platform services in connection with your use of the SDK. You acknowledge and agree that QIYU and its affiliates may develop products or services that may compete with your Application or any other products or services of yours.
2. QIYU Platform Services
QIYU and/or its affiliates makes certain Platform Services (defined below) available to you to include and enable in your Application on our Platform. An Application that enables or includes any Platform Service must implement the QIYU Platform Framework with the Application. Once your Application has been authorized for use of the Platform Services, you are not required to update your Application to include new Platform Services that QIYU and/or its affiliates may make available as part of the QIYU Platform Framework.
2.1 For the purpose of this Section,
2.1.1 “Application Services” means services provided by QIYU and/or its affiliates associated with the Platform, including, but not limited to, in-app purchasing, multiplayer matchmaking, friends, leader boards, achievements, Virtual Reality Real Time Systems (“VERTS”), voice over IP and cloud saves, which list may be changed from time to time in QIYU' or its affiliates’ sole discretion.
2.1.2 "QIYU Platform Framework" means the suite of QIYU platform services, including, but not limited to, the QIYU file distribution and update system (enabling distribution and updates of Applications by QIYU and/or its affiliates, including through generated activation Keys), entitlement system, and account authentication, which list may be changed from time to time in QIYU' or its affiliates’ sole discretion.
2.1.3 "Platform" means the virtual, mixed, and augmented reality platform made available by QIYU and/or its affiliates, including, but not limited to, the user experience, user interface, store, and social features, usable on hardware approved by QIYU or its affiliates or any third-party device or operating system, including, but not limited to, iOS, Android, Windows, OS X, Linux, and Windows Mobile.
2.1.4 "Platform Services" means the QIYU Platform Framework and the Application Services.
2.2 Key Provision and Redemption. If you request that QIYU generate activation keys for your Application on the Platform ("Keys") and QIYU agrees, you hereby grant QIYU and its affiliates (1) the right to generate Keys for you and (2) a license to make available, reproduce, distribute, perform, and display the Application to end users who have submitted a Key to QIYU or its affiliates. QIYU agrees to authenticate and make the Application available to any end user supplying a valid Key (or have its affiliates do so) (unless the Application has been removed or withdrawn).
2.3 Platform Services Requirements. You will not make any use of any API, software, code or other item or information supplied by QIYU or its affiliates in connection with the Platform Services other than to enhance the functionality of your Application. In particular, you must not (nor enable others to): (1) defame, abuse, harass, stalk, or threaten others, or to promote or facilitate any prohibited or illegal activities; (2) enable any functionality in your Application that would generate excessive traffic over the QIYU network or servers that would negatively impact other users' experience, or otherwise interfere with or restrict the operation of the Platform Services, or QIYU' or its affiliates’ servers or networks providing the Platform Services; (3) remove, obscure, or alter any license terms, policies or terms of service or any links to or notices thereto provided by QIYU or its affiliates; or (4) violate any rights of QIYU, its affiliates, or any third parties. You may not sublicense any software, firmware or other item or information supplied by QIYU or its affiliates in connection with the Platform Services for use by a third party, unless expressly authorized by QIYU or its affiliates to do so. You agree not to use (or encourage the use of) the Platform Services for mission critical, life saving or ultra-hazardous activities. QIYU or its affiliates may suspend operation of or remove any Application that does not comply with the restrictions in this Agreement.
2.4 Changes to Platform or Platform Services.QIYU and/or its affiliates may change the Platform or the functionality of the Platform Services at any time, including discontinuing some of the functionality of the Platform Services, and your continued use of the Platform or Platform Services or use of any modified or additional Platform Services is conditioned upon your adherence to the terms of this Agreement, as modified by QIYU or its affiliates from time to time.
3. Intellectual Property
3.1 Ownership. As between you and QIYU, QIYU and/or its affiliates or licensors own all rights, title, and interest, including all Intellectual Property Rights, in and to the SDK (including associated QIYU content and sample code) and all derivatives thereof. QIYU reserves all rights not expressly granted under the License. As between you and QIYU, you and/or your licensors own all rights, title, and interest in and to your Application, (excluding our SDK), including all Intellectual Property Rights. “Intellectual Property Rights” means any and all worldwide rights under applicable laws of patent, copyright, trade secret, trademark, rights of publicity and privacy, and other proprietary rights.
3.2 Third-Party Materials. Our SDK may include third-party software offered under an open source license or third-party content subject to a separate third-party agreement. To the extent any of such third-party terms conflicts with this Agreement, such third-party terms will control solely with respect to such third-party software or content.
3.3 Feedback. If you provide comments, suggestions, recommendations, or other feedback about our SDK or any other QIYU or affiliate product or service, we (and our affiliates and those we allow) may use such information for any purposes without obligation to you.
3.4 Brand Attribution. This Agreement does not grant you or any third party permission to use our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, “Brand Features”) except as required for reasonable and customary use in describing the origin of the SDK or reproduction of the copyright notice as required under the License grant. You will not use our SDK or make any statement regarding the SDK or your Application which suggests partnership with, sponsorship by, or endorsement by QIYU or its employee, contractor, contributor, licensor, affiliate, or partner without our prior written permission.
4. Confidentiality
4.1 Confidentiality. Our communications to you and our SDK may contain QIYU confidential information, which includes information that is marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, you will not disclose it to any third party without QIYU' prior written consent. QIYU confidential information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation with regard to such information, or that becomes public through no fault of your own. You may disclose QIYU confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court order prohibits such notice.
5. Termination
5.1 Termination. The term of this Agreement will begin on the date on which you click accept, download, or use the SDK or any of its components and will continue until terminated as set forth in this Agreement. QIYU reserves the right to terminate this Agreement with you, or to discontinue or suspend the SDK or any portion or feature or your access thereto in the event you breach any material provisions of this Agreement or the Terms, without liability or other obligation to you.
5.2.Discontinuation of SDK.QIYU reserves the right to discontinue the SDK at any time, in our sole discretion, without notice to you, and without liability or other obligation to you. This Agreement will terminate automatically and without notice to you in the event that the SDK is discontinued.
5.3Effect of Termination. Upon termination of this Agreement, you will immediately stop using, distributing, or otherwise making available the SDK and all Applications that incorporate the SDK or any of its components, cease all use of the QIYU Brand Features, and destroy or return any cached or stored content, software, or other materials obtained through our SDK.
5.4Surviving Provisions. When the Agreement comes to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to, Section 3 (Intellectual Property), Section 4 (Confidentiality), Section 5 (Termination), Section 6 (Liability) and Section 7 (General Provisions).
6 Liability
6.1 Indemnification. Unless prohibited by applicable law, you will indemnify and (at QIYU’s option), defend QIYU, its affiliates, subsidiaries, agents, licensors, contributors, directors, officers, employees, suppliers, and distributors (collectively, “QIYU Parties”) against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding arising from: (1) your use of the SDK, or any negligence or misconduct by you, or your employees, agents, vendors, or contractors (collectively “Developer Parties”); (2) any Developer Parties’ violation of the Agreement, Terms, or any applicable law and regulation; (3) any of your Application; or (4) End User Data (defined in SDK Data Use Policy).
6.2 WARRANTIES. EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, THE SDK IS PROVIDED “AS IS” WITHOUT ANY SPECIFIC PROMISES OR WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE SDK, THE SPECIFIC FUNCTIONS OF THE SDK OR OUR PLATFORM SERVICE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. THE QIYU PARTIES HEREBY DISCLAIM ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO YOU MAY HAVE ADDITIONAL RIGHTS.
6.3 LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, QIYU PARTIES WILL NOT BE RESPONSIBLE FOR LOST PROFITS, BUSINESS OR GOODWILL, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) ARISING AS A RESULT OF THIS AGREEMENT, USE OF THE SDK OR ANY MODIFIED SAMPLE CODE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU AGREE THAT YOUR REMEDIES UNDER THIS AGREEMENT ARE LIMITED SOLELY TO THE RIGHT TO COLLECT MONEY DAMAGES, IF ANY, AND YOU HEREBY WAIVE YOUR RIGHT TO SEEK INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF. TO THE EXTENT PERMITTED BY LAW, THE CUMULATIVE, AGGREGATE LIABILITY OF QIYU PARTIES, FOR ANY CLAIM UNDER THE AGREEMENT SHALL NOT EXCEED THE GREATER OF ONE HUNDRED RMB (100 RMB) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. IN ALL CASES, QIYU PARTIES WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
7 General Provisions
7.1 Updates. We may need to update the Agreement from time to time, including to accurately reflect the access or uses of our SDK, and so we encourage you to check the Agreement regularly. By continuing to access or use our SDK after any notice of an update to this Agreement, you agree to be bound by them. Any updates to the Disputes section of this Agreement will apply only to disputes that arise after notice of the update takes place. If you do not agree to the updated terms, please stop all access or use of our SDK. You cannot sidestep your compliance obligations under an updated version of the Agreement by developing against an older release of the SDK or relying on the older Agreement and all updates to your application are subject to the modified Agreement.
7.2 Authorization. You hereby grant QIYU and its contractors and affiliates the authorization reasonably necessary for QIYU to exercise its rights and perform its obligations under this Agreement, including a limited, royalty-free, non-exclusive license to use, perform, and display the Application you provide to QIYU for testing, evaluation, and approval purposes.
7.3 General Provisions. You and QIYU are independent contractors with regard to each other. The Agreement does not create any third-party beneficiary rights or any agency, partnership, employment, or joint venture. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Agreement, and QIYU does not take action right away or does not enforce any provision of the Agreement, this inaction or lack of enforcement will not act as a waiver by QIYU of any rights that it may have (such as taking action in the future) or in any way affect the validity of this Agreement or parts thereof. If a particular provision of this Agreement is deemed unenforceable, it will be deemed modified to the minimum extent necessary to render it enforceable and most nearly reflect the intent of the original provision, and all other provisions in this Agreement shall remain in full force and effect. You may not assign or delegate this Agreement or any obligations under this Agreement without our advance written consent. Any such prohibited attempted assignment will be void. QIYU may assign or delegate this Agreement and any of its rights or obligations under the Agreement without your consent or notice to you. This Agreement shall bind the parties and their respective heirs, successors, and permitted assigns. The Agreement is the entire agreement between you and QIYU relating to its subject and supersede any prior or contemporaneous agreements on that subject.
7.4 Dispute Resolution.
7.4.1 Whether you or your business is located outside or within China: You agree that any claim, cause of action, or dispute you have against us that arises out of or relates to any access or use of the SDK must be resolved exclusively in the Haidian District Court of Beijing in China, that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim, and that the laws of China will govern this Agreement and any such claim, without regard to conflict of law provisions.
7.4.2 We and you agree that, by entering into this arbitration provision all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. You may bring a commercial claim only on your own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular commercial claim (or a request for particular relief) cannot be arbitrated in accordance with this paragraph’s limitations, then only that commercial claim (or only that request for relief) may be brought in court. All other commercial claims (or requests for relief) remain subject to this paragraph.
7.4.3 The laws of The People’ s Republic of China governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions.
7.4.4 If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing.
7.4.5 If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of this Agreement containing an arbitration provision. Your notice to us under this subsection must be submitted to the address here: Deyang iQIYI MengXiangZhanFang Science Co., Ltd., iQIYI Innovation Building, 11F, LvDiZhongXin (B), HongTaiDongJie, ChaoYang, Beijing, P.R. China 100102.
7.4.6 All commercial claims between us, whether subject to arbitration or not, will be governed by the laws of The People’ s Republic of China, excluding Chinese conflict of laws rule.
7.4.7 If a commercial claim between you and us is not subject to arbitration, you agree that the claim must be resolved exclusively in the Haidian District Court of Beijing in China, and that you submit to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.
7.4.8 If any provision of this dispute resolution provision is found unenforceable, that provision will be severed and the balance of the dispute resolution provision will remain in full force and effect.
