Niantic Lightship Developer Platform Terms of Service and License Agreement

Effective Date: September 21, 2022

These terms and conditions (“License Agreement”, as further defined below) govern your access to and use of Lightship (including the Lightship SDK, the Lightship API, the Lightship Services, and the Lightship Website), and the Niantic Wayfarer Application.

Please read these terms carefully before you access or use Lightship or the Niantic Wayfarer Application, as they constitute a legal contract between you and Niantic.

By accessing Lightship or the Niantic Wayfarer Application, you agree to be bound by all of the terms of this License Agreement. You may not access Lightship or the Niantic Wayfarer Application, or use any component thereof, if you do not agree to the terms of this License Agreement or to any additional or amended terms to this License Agreement.

Niantic may from time to time add new components to and/or modify Lightship or the Niantic Wayfarer Application. As a result, Niantic may subject your continued use of Lightship or the Niantic Wayfarer Application to your acceptance of additional or amended terms. In case of a conflict between this License Agreement and additional terms applicable to a given component of Lightship or the Niantic Wayfarer Application, such additional terms will control.

You may not access Lightship or the Niantic Wayfarer Application and may not accept this License Agreement if you are not of legal age to form a binding contract. If you are accepting this License Agreement on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this License Agreement.

This License Agreement is entered between you and Niantic, Inc. if you reside in the United States, or between you and Niantic International, Ltd. if you reside outside of the United States. Niantic, Inc. and Niantic International Ltd. are collectively referred to as “Niantic” or “we” in this License Agreement.

ARBITRATION NOTICE: YOU ARE BOUND BY THE ARBITRATION PROVISION SET FORTH LATER IN THIS LICENSE AGREEMENT. YOU AGREE THAT DISPUTES BETWEEN YOU AND NIANTIC ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION WILL BE RESOLVED BY BINDING ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. THIS NOTICE DOES NOT APPLY: (1) IN ANY JURISDICTION WHICH DOES NOT ALLOW THIS ARBITRATION AGREEMENT, (2) TO CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 14.1, “ARBITRATION,” BELOW.

Definitions

Application(s): means any software program, application or project developed by you under the terms of this License Agreement that uses or integrates any part of the Lightship SDK.
Applicable Laws: is defined in Section 3.2 of this License Agreement.
Authorized Individuals: means the individuals who are allowed access to Lightship and the Niantic Wayfarer Application through your Account in accordance with this License Agreement.
Content: means any content you submit, send or transfer to Niantic, either directly or via your Application, in connection with your Account or your use of Lightship or of the Niantic Wayfarer Application, but excluding any personal data or other information governed by either of the Data Processing Agreements.
Data Processing Agreements: means the Niantic Controller-Controller Data Processing Agreement and the Niantic Controller-Processor Data Processing Agreement.
Documentation: means any developer documentation, usage guidelines, release notes, notices, explanatory materials and any other documentation made available now or in the future on Lightship.
Intellectual Property: means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other intellectual property rights.
License Agreement: means all terms and conditions set forth herein. The Specific Terms, the Data Processing Agreements, the Privacy Policy, and the Documentation are incorporated by reference in this License Agreement and part thereof.
Lightship Website: means the website accessible at https://lightship.dev through which the Lightship SDK is made available to you.
Lightship API: means any application programming interface documented by Niantic in the Documentation and included in the Lightship SDK.
Lightship SDK: means any software development kit provided to you on the Lightship Website, including any Lightship API, any Lightship Services, and any related Documentation, Sample Code, source code, object code, software tools, and other materials and underlying technology, as well as any Updates thereof.
Lightship Services: means developer services that Niantic may provide or make available through the Lightship SDK for use with your Application(s).
Map Data: means information about geographic points of interest, geospatial information, 2D and 3D imagery and related data (together the “Map Data”). For clarity, Map Data does not include data that you only upload through the “Private Scan” user flow of the Niantic Wayfarer Application for use solely in the developer environment of your Application for purposes such as testing.
Niantic Wayfarer Application: means the mobile mapping and AR scanning application made available by Niantic to you through your Account, and through which Map Data can be contributed to the Niantic 3D map of the world.
Specific Terms: means any specific commercial and contractual terms completed and signed by both you and Niantic, in addition to this License Agreement, under which Niantic gives you access to Lightship.
Territory: means those countries and/or regions (the list of which may change at any time at Niantic’s sole discretion without notice, liability, or compensation to you) where Niantic elects to make Lightship or the Niantic Wayfarer Application available.
Updates: means bug fixes, enhancements, modifications, updates, upgrades, new releases and new versions of Lightship, or any part thereof (including, without limitation, the Lightship APIs, SDK and Services).

Account and Access

You must have an account to access Lightship and the Niantic Wayfarer Application (your “Account”). As part of your Account we will provide you with developer credentials for each Authorized Individual. You must require each of your Authorized Individuals to comply with the terms of this License Agreement.
Developer credentials are meant to be used by you and to identify your Application. You agree to only access a Lightship API by methods described in the relevant Documentation and using the developer credentials we provide to you. You agree not to hide or misrepresent your identity or your Application’s identity when using the Account or any Lightship API. You will ensure that any developer credentials provided to you are not transferred to or shared with any individual who is not an Authorized Individual. You will make reasonable efforts to prevent other applications from using your developer credentials. You are solely responsible for all activities that occur under your Account, for the Content you provide through your Account and for all Applications developed under your developer credentials.
Your use of the Lightship Website is governed by this License Agreement as well as the Niantic Terms of Service located at https://nianticlabs.com/terms/. In case of conflict between this License Agreement and the Niantic Terms of Service, this License Agreement prevails.

Your Use of Lightship and the Niantic Wayfarer Application

Limited License

Subject to your compliance with this License Agreement and subject to any limitations set forth in its terms, Niantic grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license in the Territory (i) to access the Lightship Website to use and reproduce the Lightship SDK, including by merging all or portions of the Sample Code with your Application, (ii) to download and use the Niantic Wayfarer Application, and (iii) to download, modify, and redistribute certain 2D geodata and meshes, all solely for the purpose of designing, creating, developing, testing, securing, releasing, publishing, distributing, marketing, promoting, enhancing and/or supporting your Application(s) and Content in accordance with all applicable Documentation. All rights not specifically granted herein are expressly reserved.
Compliance with Laws

When accessing and using Lightship and the Niantic Wayfarer Application, including as part of any Application, you will comply with all applicable laws, rules, and regulations (including but not limited to any applicable privacy and data protection regulations and any laws regarding the import or export of data or software to or from the United States or to or from any other country of relevance), and any other applicable legal requirements (collectively, “Applicable Laws”).
Permitted Use
1. You will only use Lightship and the Niantic Wayfarer Application for purposes that are specifically permitted by this License Agreement in compliance with Applicable Law.
2. You must comply with the Documentation as made available and updated by Niantic from time to time on the Lightship Website or as otherwise provided to you by Niantic.
3. You agree to comply with, and will not attempt to circumvent, any limit we set on your use of the Niantic Wayfarer Application or any Niantic SDK in this License Agreement, the Specific Terms or otherwise.
Prohibited Use
1. When using Lightship or the Niantic Wayfarer Application you will not engage in, or attempt to engage in, any activity or conduct that may:
  - Interfere with, damage, disrupt or provide unauthorized access to, Lightship, the Niantic Wayfarer Application, the servers, the network, or other properties, services, software or technologies of Niantic or any third party;
  - introduce to Niantic servers, network, properties, services, software or technologies any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
  - reverse engineer, decompile, disassemble, attempt to extract the source code of, decrypt, or create derivative works of, Lightship or the Niantic Wayfarer Application, except insofar as this restriction is expressly prohibited by applicable law;
  - exploit Lightship or the Niantic Wayfarer Application in any unauthorized way, such as, without limitation, by trespass or burdening network capacity, by using undocumented APIs, or by mining, scraping, harvesting, exporting, unauthorized bulk downloading, misusing, building or modifying databases of, or otherwise creating unauthorized permanent copies (or keeping cached copies longer than permitted) of Map Data or any data or content provided by the Lightship SDK, Lightship APIs, Lightship Services, or Niantic Wayfarer Application. Without limiting the foregoing, you will not create or attempt to create any side upload data funnels that would redirect Map Data to storage locations not controlled by Niantic, or disrupt Niantic dataflows in any way;
  - copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party any data or content provided by the Lightship SDK, Lightship APIs, Lightship Services or by the Niantic Wayfarer Application, except as otherwise allowed under the Limited License;
  - misrepresent, remove, obscure, falsify or alter any Niantic or third-party proprietary rights notices (including copyright and trademark notices and logos) that may be affixed to or contained within Lightship, the Niantic Wayfarer Application, or any content provided thereby;
  - remove, obscure, or alter any Niantic or third party terms of service appearing on Lightship or on the Niantic Wayfarer Application, or any links to or notices thereof;
2. Without limiting the foregoing, your Application(s) and Content must at all times comply with the Lightship Developer Policies, must not be unlawful or defamatory, and must not contain the Intellectual Property of Niantic or its licensors (except as specifically permitted under this License Agreement), including characters, character names, games images and titles, and logos, brand names, and other brand features.
3. Except as specifically permitted under this Agreement for the sole purpose of developing, releasing and operating your Application(s) to end-users, or as expressly approved by Niantic in writing, in advance, and at Niantic’s sole discretion, you agree not to rent, lease, lend, sell, redistribute, sublicense, or otherwise make available the Lightship SDK (or access thereto), or any components thereof, to any intermediaries, other software developers, or any other third parties, or to enable anyone to do so. You agree not to charge any fees to users of your Application(s) where such fees are solely for access to or use of the Lightship SDK or for any content, data or information provided therein.
4. You agree not to create or attempt to create a product or service offering that competes with and/or is substantially similar to the Lightship SDK, Lightship Services, or Lightship APIs (or any components thereof).
Third Party Software and Open Source Software
1. Third Party Software and Open Source Software Included in the Lightship SDK. The Lightship SDK may include third party software, including some open source software. You will be responsible for complying with the terms applicable to any third party software licenses and open source software licenses integrated in your Application. You will comply with any obligations or notice requirements specified in the Documentation or otherwise provided to you by Niantic or by relevant third-party licensors.
2. Integration of Open Source or Third Party Software in Your Application(s). If you intend to integrate any open source or third party software in your Application(s), you acknowledge and agree that (i) you will not use any open source software that could create an obligation to publish any part of the Lightship SDK on a copyleft or other open source basis; (ii) you will remain fully responsible for complying with any license terms and policies applicable to such open source or third party software, and (iii) any such integration will be covered by your warranty and indemnity obligations as set forth in this License Agreement.
Third-Party Platform Requirements
1. You agree that it is your sole responsibility to ensure that you comply at all times with any applicable requirements set forth by third-party platforms or operating systems on which you elect to develop or publish your Application(s), including but not limited to any developer terms, developer policies, submission guidelines or other applicable documentation. You agree to indemnify Niantic for any breach of this Section to the fullest extent of your indemnity obligations set forth in Section 11.
Pricing and Usage Limits
1. You understand that we may charge fees and / or apply usage limits for the use of some or all of the current and future components of the Lightship SDK. Fees and cap may be based on volume of API calls, monthly active users, or any other computation method as we will determine and calculate at our sole discretion. Our current pricing terms are available on the Lightship Website. We may make changes or additions to our pricing terms and usage caps at any time. We will notify you of any such changes by publishing them on the Lightship Website.
2. You agree not to circumvent any limits or caps that we may set on any part of the Lightship SDK, or to direct excessive traffic (as determined by Niantic, in its sole discretion) to the Niantic servers, or to circumvent any computation by Niantic of your usage for the purpose of calculating any fees due.
Monitoring
1. Niantic may monitor and collect information about your use of the Lightship SDK and Niantic Wayfarer Application SDK (such as, without limitation, technical and diagnostic information) for quality control, to improve the Lightship SDK, Niantic Wayfarer Application and other Niantic products, to determine any applicable usage fees or caps for the Lightship SDK, and/or to ensure that you are in compliance with this License Agreement. You agree not to interfere with this activity, and Niantic reserves the right to use any technical means to overcome any interference. Niantic may suspend your access to Lightship and / or the Niantic Wayfarer Application without notice or compensation whatsoever if we reasonably believe that you are in violation of this License Agreement.

Updates

We may, but have no obligation to, release Updates at any time without notice. You understand that any Update may require you to make changes to your Application(s) at your own cost, and may impact your ability to access or use Lightship and the Niantic Wayfarer Application. Any Update is governed by the terms of this License Agreement, provided that, if the Update is accompanied by separate or additional terms, said terms will prevail in case of any conflict with this License Agreement.

Participation in a Beta

If we make available to you, and you access and/or use, any component of the Lightship SDK or Niantic Wayfarer Application while such have not been made generally available by Niantic (referred hereunder as a “Beta Version”), the following section applies to you if you access and/or use one or more Beta Versions. You acknowledge that, in the course of your use of a Beta Version, you will use the Beta Version in accordance with all applicable Documentation. Niantic may suspend or terminate part or all of your access to said Beta Version at any time for any reason and without notice, liability or compensation to you. You may also terminate your use of a Beta Version at any time for any reason. If your use or access to the Beta Version is terminated, you will not have any further right to access or use the applicable Beta Version and any associated Documentation and any Application(s) may become inaccessible.
Niantic does not warrant or represent that any Beta Version will ever be made generally available, or that any generally available version of any Lightship SDK or Niantic Wayfarer Application component will contain the same or similar functionality as its Beta Version.

Publicity

You agree to credit the Niantic brand name in your Application(s) and to prominently feature the applicable Niantic logo on your Application’s landing screen, in accordance with the brand guidelines specified on the Lightship Website at https://lightship.dev/signin?continue=/account/brandassets, or that may otherwise be provided to you by Niantic from time to time (such as through the Documentation, or other means).
In the future, we may expand access to the Niantic Wayfarer Application to enable any individual consumer to download it and contribute Map Data to the Niantic AR Map of the World. When we do, you agree that you will include in your Application prominent links to the Niantic Wayfarer Application’s Apple App Store and Google Play Store download pages.

Privacy and Data

You acknowledge and agree that, in connection with your use of Lightship and the Niantic Wayfarer Application, we may collect, receive, process, use and store information about you. This information and how we process it are described in the Niantic Business and Developer Services Privacy Policy (“Privacy Policy”).

Niantic may collect, receive, process, use and store (through the Lightship SDK or otherwise) information about end-users of your Application(s) and more generally information and data collected from end-users of your Applications (such as AR session data, which may include Map Data) in order to provide, operate, maintain and/or improve Lightship and to develop new products and services, and as otherwise set forth in the Niantic Controller-Controller Data Processing Agreement. You acknowledge and agree that, as between you and Niantic, each party’s collection and use of such end-user information is subject to the Niantic Controller-Controller Data Processing Agreement to the extent required by data protection laws.

You agree that you and your Application(s) will comply at all times with all applicable privacy laws and regulations with respect to any personal information processing you carry out. Without limiting the above, you will publish a privacy policy for your Application(s) that fully and accurately describes to end-users any personal information you collect about them and how you process, use and share such personal information. In addition, you will disclose in your privacy policy that your Application(s) use(s) Niantic AR functionalities and that any related collection and processing of data (such as AR session data) from your end-users by Niantic is governed by the Niantic Privacy Policy at https://nianticlabs.com/privacy/ .

Feedback

You may provide us with information, data (including AR session data from end users), and feedback concerning suggestions for improvements, problems, errors or any other matters related to Lightship or to the Niantic Wayfarer Application (“Feedback”). We are not under any obligation of confidentiality with respect to the Feedback. You acknowledge and agree that: (1) you will not retain, acquire or claim any Intellectual Property right or any other right, title or interest in or to the Feedback; (2) we may have development ideas similar to this Feedback; (3) your Feedback does not contain confidential information or proprietary information from you or any third party. To the extent any Intellectual Property is attached to the Feedback in accordance with applicable law, you grant Niantic a nonexclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty free license, with the right to sublicense, under any and all Intellectual Property rights that you own or control, to use, copy, modify, create derivative works based upon, and otherwise exploit your Feedback for any purpose, and you waive any moral rights in connection therewith to the fullest extent legally permissible

Ownership and Proprietary Rights

As between you and Niantic, you retain your ownership rights and Intellectual Property in all content, code and materials created by you for your Application(s) (excluding Lightship, the Niantic Wayfarer Application, or other content provided by Niantic regardless of how incorporated, and excluding Map Data). Niantic owns and will continue to own all rights and Intellectual Property in and to Lightship, the Niantic Wayfarer Application, Map Data, and other content available on Lightship or otherwise provided to you by Niantic now or in the future, including any Updates, except as set forth herein. All rights not expressly granted by this License Agreement are hereby retained by Niantic.
Save as specifically set forth in this License Agreement, you understand that you have no right to use your relationship with Niantic, the existence of this License Agreement, or any trade names, trademarks, service marks, logos, domain names, or other Intellectual Property or distinctive brand features of Niantic (or those of Niantic’s partners or licensors) to market, advertise, or promote yourself, your entity (if applicable), your Application, or other products.
As between you and Niantic, all components of Lightship and the Niantic Wayfarer Application, any items, contents or data provided by Lightship or by the Niantic Wayfarer Application, as well as the Map Data and any data computed or derived therefrom, are the exclusive Intellectual Property of Niantic unless otherwise set forth herein, and are protected by United States copyright and patent law, international treaty provisions and any applicable laws of any country in which they are being used. You agree to protect all copyright, trademark and other ownership interests of Niantic as described in this Section. Niantic retains all rights, title, interest and ownership in and to any component of Lightship, the Niantic Wayfarer Application and Map Data. Except as stated above, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, Intellectual Property or any other rights with respect to Lightship, the Niantic Wayfarer Application, or Map Data.
Niantic may currently be developing, or may develop in the future, technologies and products that are or may be similar to, or compete with, your Application(s) or other products that you may develop. Nothing in this License Agreement will impair or limit Niantic’s right to develop, maintain and/or distribute any of its technology or products.

Representations and Warranties

You represent and warrant that: (a) you are at least 18 years of age (or the legal age of majority in your country of residence, if different), you are legally able to enter into a contract, and, if you are acting on behalf of an entity, you have the authority to act on its behalf and to bind it to this License Agreement, (b) you and any entity that owns, controls, or is otherwise affiliated with you (i) are not included on any of the restricted party lists maintained by any relevant government authority, (ii) are not a resident of, located in, or organized under the laws of, any country with which trade is prohibited by any relevant government authorities or sanctions, and (iii) will not do business with or provide goods or services, directly or indirectly, to anyone on the restricted party lists or to any country with which trade is prohibited by any applicable sanctions, (c) you will implement and comply with appropriate data privacy and security measures in connection with any personal data collected, processed, transferred or used by any of your Application(s), and you have all necessary consents required for the processing by Niantic or its affiliates or processors/sub-processors of such personal data in accordance with this License Agreement (d) you will comply with Applicable Laws, this License Agreement, and any guidelines, documentation and materials we provide from time to time with respect to Lightship, the Niantic Wayfarer Application, or otherwise, (e) you have and will retain all necessary licenses, rights, permissions, and clearances (including from any third parties) required to perform your obligations under this License Agreement and to grant Niantic all rights as set forth in this License Agreement and (f) you will not violate or infringe the Intellectual Property or other rights of Niantic or any third party.
You represent and warrant that neither your Content, nor your use and provision of your Content through Lightship or the Niantic Wayfarer Application, nor any use of your Content by Niantic will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. To the extent permitted by applicable law, you also agree that you will not exercise any applicable moral rights (or equivalent rights under applicable laws), such as any right of attribution, against Niantic or any third party designated by Niantic.
If you use Lightship or the Niantic Wayfarer Application as agent for an entity, then you represent and warrant that: (x) you are authorized to, and do, bind that entity to this License Agreement and (y) all of your actions in connection with this License Agreement are and will be within the scope of the agency relationship between you and that entity, and in accordance with any Applicable Laws.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, hold harmless and defend at your expense, Niantic and any of its officers, directors, employees, agents, affiliates, and licensors, from against any and all claims, actions, proceedings, and suits brought against any of the foregoing indemnified parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses), or other losses incurred by Niantic or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) the Application(s), (b) your or your Authorized Individual’s breach of this License Agreement, (c) your or your Authorized Individual’s misuse of Lightship, the Niantic Wayfarer Application, your Account, or any other information and content, and / or (d) your or your Authorized Individual’s violation of Applicable Laws, or any third-party Intellectual Property Rights, privacy rights, and proprietary and other rights, in connection with your use of Lightship, the Niantic Wayfarer Application, your Account, or any other information and content. Niantic will provide you with written notice of any claim, suit or action from which you must indemnify Niantic. You will not compromise or settle any indemnified claim in any manner, nor make any admission of liability, without Niantic’s prior written consent, which Niantic may provide in its sole discretion. You will cooperate as fully as reasonably required in the defense of any claim. Niantic reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT LIGHTSHIP AND THE NIANTIC WAYFARER APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, THAT YOUR USE OF LIGHTSHIP AND THE NIANTIC WAYFARER APPLICATION IS AT YOUR SOLE RISK AND EXPENSE AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. TO THE FULLEST EXTENT PERMITTED BY LAW, NIANTIC PROVIDES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, NIANTIC MAKES NO WARRANTY THAT: (A) LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION WILL ALWAYS BE UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS, DEFECTS, ERRORS OR HARMFUL COMPONENT, (B) LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION WILL MEET YOUR EXPECTATIONS, OR (C) ANY INFORMATION AVAILABLE THROUGH LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION WILL BE TIMELY, ACCURATE OR RELIABLE.
You are solely responsible for your use of Lightship and the Niantic Wayfarer Application, including developing Applications that are safe for users and comply with Applicable Laws. You are solely responsible for backing up any information stored on Niantic servers in relation to your use of Lightship.
You agree that we make no warranty in relation to the availability or uptime of Lightship or the Niantic Wayfarer Application, and that we are not obligated to provide you with any technical or other support in relation with Lightship, the Niantic Wayfarer Application or any Updates. If we do provide any support, such support may be conditioned upon your acceptance of additional obligations and/or fees.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NIANTIC WILL NOT BE LIABLE FOR ANY LOST REVENUES OR PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION, EVEN IF NIANTIC HAS BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
NIANTIC’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO LIGHTSHIP OR THE NIANTIC WAYFARER APPLICATION WILL NOT EXCEED $500 (USD).

Term and Termination

this License Agreement will continue to apply until terminated by either you or Niantic as set forth below.
You may terminate this License Agreement at any time by ceasing your use of Lightship and the Niantic Wayfarer Application.
We may terminate this License Agreement at any time if you have breached any provision of this License Agreement or if we are required to do so by law. In addition, we reserve the right, at our discretion, at any time and without prior notice to you, to terminate this License Agreement, to suspend, modify or retire Lightship, the Niantic Wayfarer Application or any portion thereof (including changing, removing, deprecating, reissuing or republishing any and all feature or functionality in all or part of the Territory) or to subject it to new or different terms and/or fees, or to discontinue your access to Lightship and the Niantic Wayfarer Application. You understand that as a result you may be required to modify or update your Application(s) at your own expense. We also reserve the right to remove or disable access to any Content, at any time and without notice, including the right to remove any Content we consider to be objectionable or in violation of this License Agreement. Niantic shall not be liable for any losses, damages or expenses that you or any third party may incur in connection with Niantic’s exercise of its right under this paragraph.
Upon termination of this License Agreement, any Specific Terms in force between you and Niantic will be automatically terminated and you will immediately (i) cease to access and use Lightship and the Niantic Wayfarer Application and any portion thereof, (ii) remove all Niantic Intellectual Property from your Application(s) and (iii) stop using any Niantic Intellectual Property for any purpose. The following provisions of this License Agreement will survive its termination: Section 1 “Definitions”; Section 8 “Feedback”; Section 9 “Ownership”, “Section 10 “Representations and Warranties”; Section 11 “Indemnification”; Section 12 “Disclaimer of Warranties”; Section 13 “Limitation of Liability”; Section 14.4 “Termination”; Section 15 “Dispute Resolution”; Section 16 “General”.

Dispute Resolution

Arbitration. If you live in the US or another jurisdiction which allows you to agree to arbitration, you and Niantic agree that any disputes arising out of or related to this License Agreement or use of Lightship or the Niantic Wayfarer Application be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other Intellectual Property rights (the action described in this clause (b), an “IP Protection Action”. Notwithstanding this arbitration agreement, Niantic reserves the right to bring an action in any court of competent jurisdiction against you to stop and/or seek compensation for the intentional or willful misuse or abuse (e.g., hacking) of Lightship or the Niantic Wayfarer Application. Unless both you and Niantic otherwise agree in writing, the arbitrator may not consolidate more than one person’s or entity’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this class action waiver is held unenforceable, then the parties’ agreement to arbitrate will be deemed void. Except as provided in the preceding sentence, this Section will survive any termination of this License Agreement. If the terms of this Section are found unenforceable as to any claim for relief, that claim must be severed from the arbitration and brought pursuant to Section 15.6, “Governing Law and Exclusive Venue.” All other claims will be arbitrated. The arbitrator, and not any court or agency, will have exclusive authority to (a) determine the scope and enforceability of this arbitration agreement and (b) resolve any dispute related to its interpretation, applicability, enforceability, or formation including any claim that all or any part of it is void or voidable.
Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection (the “AAA Rules”) then in effect, except as modified by this Section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules (the AAA provides a general Demand for Arbitration). The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure Unless you and Niantic otherwise agree, the arbitration will be conducted in a confidential manner, in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Niantic submit to the arbitrator, and there will be no other discovery conducted (such as depositions), unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Notwithstanding the arbitrator’s discretion, absent a showing of good cause, in no event will the parties be allowed more than three (3) depositions per side, and there will be no corporate deposition of the type contemplated by Federal Rule of Civil Procedure 30(b)(6) and California Code of Civil Procedure 2025.230.
Arbitrator’s Decision The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will be treated as confidential, and will include the essential findings and conclusions upon which the arbitrator based the award. Confirmation and enforcement of the arbitration award may be done in any court of competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of Section 13, “Limitation of Liability” as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If the arbitrator determines that a party has generally prevailed in the arbitration proceeding, then the arbitrator will award to that party its reasonable out-of-pocket expenses related to the arbitration, including filing fees, arbitrator compensation, attorney’s fees and legal costs.
Governing Law and Exclusive Venue. To the extent that this License Agreement allows you or Niantic to initiate litigation in court, other than for small claims court actions, both you and Niantic agree to the exclusive jurisdiction of and venue in the state and federal courts located in the Northern District of California. Each of the parties hereto waives any objection to jurisdiction and venue in such courts. This License Agreement and your use of Lightship and the Niantic Wayfarer Application are governed by the laws of the State of California, excluding its conflicts-of-law rules.

General

Modifications. We may from time to time make changes to any portion of this License Agreement. We will publish any changes to this License Agreement on the Lightship Website which you should check regularly. If you do not agree to the modified License Agreement, you will immediately discontinue your use of Lightship and the Niantic Wayfarer Application. Your continued use of Lightship or the Niantic Wayfarer Application constitutes your acceptance of the modified License Agreement.
Entire Agreement. This License Agreement sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter, save as specifically set forth herein. Except for those specifically referenced under and incorporated into this License Agreement, any terms or conditions on a quote, purchase order, invoice, or other similar document related to this License Agreement, Lightship, or the Niantic Wayfarer Application, are void.
Severability. If any term (or part of a term) of this License Agreement is invalid, illegal or unenforceable, the rest of this License Agreement will remain in effect.
Order of Precedence. If there is a conflict between any provision of this License Agreement and of the Specific Terms, the Specific Terms will prevail.
Assignment. You may not assign or transfer any of your rights or obligations under this License Agreement without Niantic’s prior written consent. Any attempt by you to assign or transfer this License Agreement without such consent will be null and void. Niantic may freely assign or transfer any of its rights or obligations under this License Agreement without restriction.
Purpose. Lightship and the Niantic Wayfarer Application are intended for use by businesses and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in this License Agreement will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you may have, and Niantic’s liability will be limited to the provision of a replacement service.
No Agency or Third-Party Beneficiaries. This License Agreement does not create any agency, partnership, or joint venture between the parties and does not confer any benefits on any third-party unless it expressly states that it does.
Force Majeure. Neither you nor Niantic will be liable for any losses, nonperformance or delay in performance by reason of any act of God or other causes beyond their control.
Notices. Any notices or other communications provided by Niantic under this License Agreement will be given (a) via email and effective upon receipt, or (b) on the Lightship Website and effective upon publication. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted to the email address you provided.
No Waiver. Any failure to insist on or enforce strict performance of any provision of this License Agreement will not be construed as a waiver by Niantic of any provision or right we have to enforce this License Agreement.
Remedies. Our exercise of any remedies under this License Agreement will be without prejudice to our other remedies under this License Agreement or otherwise.
In this License Agreement, the words “include” and “including” mean “including but not limited to.”