FaceFX Unreal Engine 4 Plugin License
The FaceFX Unreal Engine 4 source code is licensed under the MIT License as shown below. The FaceFX Unreal Engine 4 source code is the source code contained in this repository that interfaces with Unreal Engine 4.
The MIT License (MIT)
Copyright (c) 2015-2020 OC3 Entertainment, Inc. All rights reserved.
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
The FaceFX Runtime is licensed under the FaceFX Runtime End User License as shown below. The FaceFX Runtime is obtained directly from OC3 Entertainment and is not contained in this repository. Once the FaceFX Unreal Engine 4 source code is compiled and linked with the FaceFX Runtime, the resulting binary falls under the FaceFX Runtime End User License.
FaceFX Runtime End User License
Please read the entire Agreement and Definitions below. It is a legal document that governs your use of the FaceFX Runtime Libraries and the FaceFX Runtime Compiler ("Software"). By accepting these terms and/or by downloading or using the Software, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use the Software.
Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 19.
Depending on your circumstances, and the amount of revenue generated in conjunction with your use of the Software, you may not qualify to use the Software under this Agreement. If your project does not qualify to use this license, or no longer qualifies to use this license, you will need to license the Software under a separate Custom License with OC3 Entertainment. Custom Licenses are not modified or otherwise affected by this Agreement.
The Software does not include FaceFX Studio or Integration Code. These components work together with the Software to create a complete facial animation solution, but they are licensed separately by OC3 Entertainment under different terms.
The License becomes effective on the date you accept this Agreement or download or use the Software, whichever is earliest. The License does not grant you any title or ownership in the Software.
- License Grant
OC3 Entertainment grants to you a non-exclusive, non-transferrable, and non-sublicensable (except as described in this Agreement) license for a single User to use, reproduce, display, and perform the Software only for the following purposes (the "License"):
a. To test and evaluate the suitability for your business requirements.
b. To use for non-commercial purposes.
c. To use for commercial purposes only in conjunction with a Product with Lifetime Revenue less than U.S. $500,000.
Lifetime Revenue is defined as the total gross revenue attributable to a Product regardless of whether that revenue is received by you or by any other legal entity, as follows:
a. Gross revenue resulting from any and all sales of a Product to end users through any and all media, including but not limited to digital and retail;
b. Gross revenue resulting from any and all in-app purchases, downloadable content, microtransactions, subscriptions, sale, transfer, or exchange of content created by end users for use with a Product, or redemption of virtual currency, either within a Product or made externally but which directly affect the operation of the Product;
c. Gross revenue from any Kickstarter or other crowdfunding campaign which is directly associated with Product access or in-Product benefit (e.g., in a multi-tiered campaign, if an amount is established in an early tier solely for Product access, your Lifetime Revenue will include that amount for each backer with the same access, but not additional amounts in higher tiers based on ancillary benefits);
d. Your revenue from in-app advertising and affiliate programs;
e. Revenue from advance payments for a Product (from a publisher or otherwise); and
f. Revenue in any other form actually attributable to a Product (unless excluded below).
Lifetime Revenue does not include the following forms of revenue:
a. Consulting fees or work-for-hire fees which are non-recoupable for services performed using the Software (e.g., an architect-created walkthrough simulation or a contractor-developed in-house training simulator);
b. Revenue from non-interactive linear media (e.g., broadcast or streamed video files, cartoons, or movies) which is distributed in a form that does not contain or, in order to deliver, rely on servers running the Software;
c. Revenue from ancillary products which are not software and which do not contain embedded information (such as QR codes) which affects the operation of the Product (e.g., comic books, soundtracks, apparel);
d. Financial winnings generated by awards for the Product;
e. Revenue from donations for a Product which are not tied to Product access or in-Product benefits; and
f. Revenue from interactive amusement park rides or coin-operated arcade games which use the Software.
Lifetime Revenue is based on gross revenue from end users, regardless of whether you sell your Product to end users directly, self-publish via the App Store or any similar store, or work with a publisher. The following simplified example illustrates the application of the royalty to gross sales: if your Product earns $10 on the App Store, Apple may pay you $7 (having deducted 30% as a distribution fee), but your Lifetime Revenue would still be $10.
Allowed Forms of Distribution and Sublicensing
You may only Distribute the Software as follows:
a. Distribution to end users - You may Distribute the Software incorporated in object code format only as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Software.
b. Distribution to other licensees - You may Distribute the Software to a Software Licensee who has rights under its license to the same Version of the Software that you are Distributing.
When you first generate any revenue from a Product or Distribute it to end users, you must provide OC3 Entertainment with notice by emailing mailto:firstname.lastname@example.org as early as reasonably possible, including the name of the Product, the format of distribution, unique Product id (where applicable), and the distribution channel(s). You must also provide notice to OC3 when Lifetime Revenue reaches $400,000.
You may not combine, distribute, or otherwise use the Software with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Software be governed under any terms other than those of this Agreement ("Non-Compatible License"). Code or content under the following licenses, for example, are prohibited: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License. Code or content under the following licenses, for example, are allowed: BSD License, MIT License, Microsoft Public License, or Apache License. You may not sublicense Software under a Non-Compatible License.
You may not engage in any activity with respect to the Software, including as incorporated into a Product, (1) for any gambling-related activities or Products (as defined by law in the jurisdiction of use); (2) for operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for military use in connection with live combat; (3) in violation of any applicable law or regulation; (4) in which the Software is rented or leased; (5) that misappropriates any of OC3 Entertainment's other products or services; (6) in support of a claim by you or any third party that the Software infringes a patent. You also may not sell or grant a security interest in any Software.
- User License
The Software is licensed to you for use by a single User. The User may store the Software on any of the User's computers, but the Software cannot be shared with others (including any other employees or agents) except through a permitted Distribution as described above.
Under the License, the User may use the Software for as long as you comply with this Agreement. If you are a legal entity, references to "you" in this agreement also apply to the User in all cases. You are responsible for the User's compliance with this Agreement.
If you are an Academic Institution, the limitation to use by a single User does not apply with respect to the Software. Instead, you may store the Software on any of your computers, and you may allow all users of those computers to use the Software under the License. However, those users are not authorized under your License to Distribute or sublicense any Software (including as incorporated in a Product) unless they obtain a License of their own.
- New Versions
During the term of your License, you will be entitled to access future Versions of the Software that OC3 Entertainment chooses to make available to you. OC3 Entertainment does not have any obligation to make new Versions of the Software available. Nor does OC3 Entertainment have any obligation to continue to make available for access or download any or all Versions of the Software. However, any Versions of the Software that OC3 Entertainment has made available to you, and for which you have accepted any applicable amendment to this Agreement as described in Section 15, are considered part of the Software and may be used under the License (as amended by that amendment).
- Records and Audits
You agree to keep accurate books and records related to your development, manufacture, Distribution, and sale of Products and related revenue. OC3 Entertainment may conduct reasonable audits of those books and records. Audits will be conducted during business hours on reasonable prior notice to you. OC3 Entertainment will bear the costs of audits unless the results show a material violation of this Agreement, in which case you will be responsible for the cost of the audit.
OC3 Entertainment does not have any support obligations with respect to the Software under this Agreement.
OC3 Entertainment or its licensors own all title, ownership rights, and intellectual property rights in the Software. You own all rights in the Products you develop under the License, other than the Software. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise. Any attempted sublicense under this Agreement that is not consistent with the terms of this Agreement will be null and void.
- Proprietary Notices and Attribution
You agree to retain and reproduce in all copies of Software the copyright, trademark, and other proprietary notices and disclaimers of OC3 Entertainment and third parties as they appear in the Software.
You agree to place the following notices in the credits for any Product (replacing xxxx with the current year):
"[Product name] uses FaceFX®. FaceFX® is a trademark or registered trademark of OC3 Entertainment, Inc. in the United States of America and elsewhere."
"FaceFX®, Copyright 2002 – xxxx, OC3 Entertainment, Inc. All rights reserved."
No other license or right in the OC3 Entertainment Trademarks is granted under this Agreement. All use of the OC3 Entertainment Trademarks will inure to the sole benefit of OC3 Entertainment. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the OC3 Entertainment Trademarks or cause consumer confusion or diminish any goodwill relating to any OC3 Entertainment Trademarks.
OC3 Entertainment may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released screen shots and video content from the Product, in connection with OC3 Entertainment’s marketing, advertisement, and promotion of the Software in any and all media without restriction.
- Disclaimers and Limitation of Liability
The Software, and all other materials and information provided by OC3 Entertainment (the "OC3 Entertainment Materials") are provided on an "as is" and "as available" basis, "with all faults" and without warranty of any kind. OC3 Entertainment, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the OC3 Entertainment Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not OC3 Entertainment knows or has reason to know of that purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, OC3 Entertainment, its licensors, and its and their affiliates make no warranty that (1) any of the OC3 Entertainment Materials will operate properly, including as integrated in any Product, (2) that the OC3 Entertainment Materials will meet your requirements, (3) that the operation of the OC3 Entertainment Materials will be uninterrupted, bug free, or error free in any or all circumstances, (4) that any defects in the OC3 Entertainment Materials can or will be corrected, (5) that the OC3 Entertainment Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason. Any warranty against infringement that may be provided in Section 2-312 of the Uniform Commercial Code or in any other comparable statute is expressly disclaimed. OC3 Entertainment, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the OC3 Entertainment Materials. This paragraph will apply to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, neither OC3 Entertainment, its licensors, nor its or their affiliates, nor any of OC3 Entertainment’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the OC3 Entertainment Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will OC3 Entertainment, its licensors, nor its or their affiliates, nor any of OC3 Entertainment 's service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the OC3 Entertainment Materials, or the delay or inability to use or lack of functionality of the OC3 Entertainment Materials, even in the event of OC3 Entertainment's or its affiliates' fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if OC3 Entertainment or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in those states or jurisdictions, the foregoing limitations of liability shall apply only to the full extent permitted by law.
You agree to indemnify, pay the defense costs of, and hold OC3 Entertainment's, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement (including, without limitation, any Distribution or sublicensing of any Software in violation of this Agreement) or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Software in violation of this Agreement (including without limitation any claim that the Software infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the OC3 Entertainment Licenses, infringes any third party’s intellectual property rights or other proprietary or personal rights (except to the extent of any claim that your authorized use of unmodified Software originally provided to you by OC3 Entertainment under this Agreement infringes any United States patent, trademark or copyright), or (d) any federal, state, or foreign civil or criminal actions related to any Product. You agree to reimburse OC3 Entertainment on demand for any defense costs incurred by OC3 Entertainment and any payments made or loss suffered by OC3 Entertainment, whether in a court judgment or settlement, based on any matter covered by this Section 9.
If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs and expert witnesses' fees) that are the stated subject matter of the indemnification obligation above.
- Term and Termination
A. Term of the License
This Agreement will continue in effect unless terminated as described below.
B. Termination by OC3 Entertainment
OC3 Entertainment may terminate the Agreement by providing written notice if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from OC3 Entertainment.
C. Termination for Patent Action
The Agreement will terminate automatically as of the date you commence any claim that the Software infringes a patent, or otherwise support any claim by a third party that the Software infringes a patent.
D. Effect of Termination
Upon any termination, the OC3 Entertainment Licenses will automatically terminate, you may no longer exercise any of the rights granted to you by the OC3 Entertainment Licenses, and you must destroy all copies of the Software in your possession and cease distributing any Products developed under this Agreement. Within 30 days of termination, unless otherwise agreed by OC3 Entertainment, you must destroy all Products in your inventory.
E. Surviving Provisions
Sections 4, 6, 8-12, 16-21 will survive termination of this Agreement.
- Governing Law and Jurisdiction
You agree that this Agreement will be deemed to have been made and executed in the State of North Carolina, U.S.A., and any dispute will be resolved in accordance with the laws of North Carolina, excluding that body of law related to choice of laws, and of the United States of America. All disputes hereunder will be resolved via binding arbitration under the rules of the American Arbitration Association, with arbitration to take place in a location to be specified by OC3 Entertainment. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.
- Class Action Waiver
You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Software or this Agreement. You also agree not to seek to combine any action or arbitration related to the Software or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
- Restricted Rights Legend - U.S. Government
The Software acquired by the United States of America, its agencies and/or instrumentalities are and will be provided with RESTRICTED RIGHTS FOR SOFTWARE DEVELOPED AT PRIVATE EXPENSE. Use, duplication or disclosure by the U.S. government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 48 C.F.R. 252.227 or DFAR 52.227, as applicable.
- Independent Contractor
You and OC3 Entertainment are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.
- Amendments of this Agreement
OC3 Entertainment may issue an amended Agreement at any time by posting it online. You are not required to accept the amended Agreement, but you may not download or use any new Version that is made available by OC3 Entertainment contemporaneously with or after the issuance of that amended Agreement (but this will not terminate your License for Software that you downloaded prior to the issuance of the amended Agreement). If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you.
Where this Agreement calls for notice from OC3 Entertainment, including written notice, OC3 Entertainment may provide notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide). OC3 Entertainment’s notices to you will be effective when they are sent to that email address.
- No Assignment
You may not, without the prior written consent of OC3 Entertainment, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. OC3 Entertainment may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement. For clarity, you are not prohibited by OC3 Entertainment from assigning or transferring your rights in your Product, other than the Software.
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and OC3 Entertainment relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law.
Any act by OC3 Entertainment to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
OC3 Entertainment's obligations are subject to existing laws and legal process, and OC3 Entertainment may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
"Academic Institution" means any educational institution such as, but not limited to, a university, college, or high school, as well as libraries.
"Custom License" means any agreement signed by you and OC3 Entertainment at any time, other than this Agreement or any amendment to this Agreement, under which you are granted a license to use the Software to develop one or more product(s).
"Custom Product" means a product developed pursuant to a Custom License. FaceFX Runtime Compiler.
"Distribute" means to provide or otherwise make a copy available, or to make its functionality available on a network.
"FaceFX Runtime Compiler" means the compiler to the FaceFX Runtime and its documentation, including any future versions, as made available to you by OC3 Entertainment under this Agreement.
"FaceFX Runtime Libraries" means the headers and libraries to the FaceFX Runtime and their documentation, including any future versions, as made available to you by OC3 Entertainment under this Agreement.
"FaceFX Studio" means OC3 Entertainment’s program known as FaceFX Studio.
"Integration Code" means code that binds the Software to a game engine.
"Product" means any product developed under this Agreement that is made using the Software or that combines the Software with any other software or content, regardless of how much or little of the Software is used.
"Software" means cumulatively the FaceFX Runtime Libraries and FaceFX Runtime Compiler
"Software Licensee" means a third party who is separately licensed by OC3 Entertainment to use the Software.
"Source Code" means the human readable form of a software program, including all modules it contains, plus any associated interface definition files, scripts used to control compilation, and installation of an executable (object code).
"User" means an individual user who downloads the Software. If you are an individual, "User" means you. For legal entities, "User" means the individual employee or agent through whom you are exercising rights under this Agreement.
"Version" means any updated or upgraded version of the Software that OC3 Entertainment chooses to make available to the public.
"You," "your" or "yourself", whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, "you," "your" and "yourself" include any entity that controls, is controlled by, or is under common control with you, where "control" means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.