Terms and Conditions

Last Updated, April 8, 2025

These Terms and Conditions (“Agreement”) govern your access to and use of the Scene Fusion real‑time collaboration and Reactor Multiplayer Engine products (collectively, the “Software”) provided by KinematicSoup (“KinematicSoup,” “we,” “us” or “our”). By downloading, installing, accessing or using the Software, you (“you,” “your” or “Customer”) agree to be bound by this Agreement. If you do not agree, do not use the Software.

1. Definitions

“Account” means your user credentials and associated profile used to access the Software.

“Documentation” means all user guides, technical manuals and online help relating to the Software.

“Licensed Platform” means only those game engines, services or environments for which KinematicSoup has granted you a valid license.

“Confidential Information” means any non‑public information disclosed by one party to the other, including technical data, trade secrets, know‑how, software, business plans, and customer information.

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, KinematicSoup grants you a limited, non‑exclusive, non‑transferable, revocable license to:

a. Install and use the Software solely on Licensed Platforms;

b. Access and use the Documentation solely in support of your authorized use of the Software.

All rights not expressly granted are reserved by KinematicSoup.

3. Account Obligations

a. Accuracy & Honesty. You shall provide complete and accurate registration information and keep it up to date. You shall not impersonate any person or entity or misrepresent your affiliation.

b. Confidentiality. You are responsible for safeguarding your Account credentials. You shall not share your Account or permit others to access the Software under your Account.

c. Unauthorized Access. You shall not attempt to access Accounts, content, data or systems belonging to other users or KinematicSoup.

4. Acceptable Use Restrictions

1. Computational Abuse. Use the Software for cryptocurrency mining, password cracking, distributed denial‑of‑service attacks, or other computationally‑ or bandwidth‑intensive activities unrelated to normal real‑time collaboration or multiplayer gaming.

2. Illegal or Harmful Content. Use the Software to create, distribute or host any content that is unlawful, defamatory, harassing, harmful, obscene, infringing, or otherwise objectionable.

3. Reputation Harm. Engage in any activity that harms KinematicSoup’s reputation or goodwill.

4. Reverse Engineering. Decompile, disassemble, reverse‑engineer, or otherwise attempt to derive source code, algorithms or network protocols from the Software.

5. Derivative Works & Redistribution. Modify, create derivative works of, redistribute, sublicense, sell or rent any part of the Software or Documentation.

6. Infrastructure Interference. Hack, probe, scan or test the vulnerability of KinematicSoup’s servers or network infrastructure, or interfere with the operation of the Software.

7. Bug Exploitation. Exploit or publicly disclose any security vulnerability or bug in the Software, except that you may report such issues to bugs@kinematicsoup.com.

8. Unlicensed Platforms. Use the Software on any platform, service or environment for which you have not obtained KinematicSoup’s prior written consent.

9. Policy Violations. Use the Software in violation of this Agreement or KinematicSoup’s Privacy Policy.

10. Trademark Misuse. Use any trademarks, service marks, logos or trade names confusingly similar to “KinematicSoup” or the names of its products.

5. Fees, Payment & No Refunds

a. License Fees. You agree to pay all fees specified on the Reactor and Scene Fusion licensing pages (“License Fees”).

b. Payment Terms. License Fees are due in accordance with the invoicing terms; late payments may incur interest.

c. No Refunds. All fees are non‑refundable, except as required by applicable law.

d. Late Payment Charges. KinematicSoup may charge interest on any overdue amounts at a rate of 1% per month, or the maximum rate permitted by law, whichever is lower.

6. Confidentiality

Each party (the “Recipient”) agrees to hold in strict confidence and not disclose any Confidential Information of the other party (the “Discloser”) without the Discloser’s prior written consent. The Recipient shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall not apply to information that is publicly known, rightfully received from a third party, independently developed, or required to be disclosed by law. This Section survives termination.

7. Support & Maintenance

KinematicSoup does not provide any guaranteed support, maintenance, or updates for the Software unless expressly specified on the applicable product page. Any support that may be provided is offered “AS IS” and subject to additional terms posted on the product page.

8. Promotional Rights

You hereby grant KinematicSoup a perpetual, royalty‑free, worldwide, non‑exclusive license to use your publicly available promotional materials (e.g., images, videos, logos, statements, recordings) for marketing and promotional purposes relating to the Software.

9. Data Protection & Privacy

You acknowledge and agree that KinematicSoup may collect, analyze and use anonymous or aggregated usage statistics regarding your use of the Software and the players of your games, for product improvement and analytics. Customer retains all right, title and interest in and to its game data and player data. KinematicSoup shall implement reasonable technical and organizational measures to protect such data and will notify Customer of any data breach affecting personal data within 72 hours of discovery.

10. Export Controls & Compliance

Each party shall comply with all applicable export and import laws and regulations, including U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR), and shall not export, re-export or transfer the Software without all required government approvals.

11. Audit Rights

KinematicSoup may, no more than once per year and upon at least 30 days’ prior written notice, audit Customer’s records and usage data to verify compliance with the licensing terms. If any under‑payment is identified, Customer shall promptly pay the deficiency along with any applicable interest.

12. Assignment & Subcontracting

Customer may not assign or transfer this Agreement or any rights hereunder without KinematicSoup’s prior written consent. KinematicSoup may assign or transfer its rights and obligations, including in connection with a merger, acquisition or sale of assets, and may subcontract performance of its obligations.

13. Third‑Party Components

The Software may include open‑source or third‑party components governed by their own license terms. Customer agrees to comply with all such third‑party license obligations. KinematicSoup disclaims any warranties or liabilities for third‑party components beyond what is provided in their respective licenses.

14. Service Level Agreement

KinematicSoup’s Service Level Agreement is located at https://www.kinematicsoup.com/sla and is incorporated by reference. Any remedies, downtime credits, or service obligations are as set forth in the SLA.

15. Notices

All notices under this Agreement shall be in writing and delivered by email to legal@kinematicsoup.com for KinematicSoup, or to the email address provided by Customer during registration. Notices are deemed received one business day after sending.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration under the rules of the International Chamber of Commerce (ICC) in English. The place of arbitration shall be Vancouver, BC. Each party shall bear its own costs. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

17. Taxes

All fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, withholding and similar taxes imposed by any government authority, except for taxes based on KinematicSoup’s net income.

18. Feedback & Improvements

Customer may provide feedback, suggestions or feature requests (“Feedback”). Customer grants KinematicSoup a perpetual, irrevocable, royalty‑free, worldwide license to use, modify and incorporate such Feedback into its products and services without restriction.

19. Termination

a. Termination for Cause. KinematicSoup may suspend or terminate this Agreement and your access to the Software immediately upon any breach of this Agreement or failure to pay License Fees.

b. Effect of Termination. Upon termination, all rights granted to you under this Agreement shall immediately cease, and you must uninstall and cease all use of the Software.

c. Survival. Sections 3 (Account Obligations), 4 (Acceptable Use Restrictions), 5 (Fees), 6 (Confidentiality), 7 (Support & Maintenance), 9 (Data Protection & Privacy), 11 (Audit Rights), 13 (Third‑Party Components), 15 (Notices), 19.2 (Effect of Termination), 20 (Intellectual Property), 21 (Disclaimer), 22 (Limitation of Liability), 23 (Indemnification), and 24 (Miscellaneous) shall survive termination.

20. Intellectual Property

All title, ownership and intellectual property rights in and to the Software, Documentation, and any copies thereof remain with KinematicSoup and its licensors. This Agreement does not transfer any such rights to you.

21. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINEMATICS OUP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

22. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KINEMATICS OUP OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KINEMATICS OUP’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

23. Indemnification

You agree to indemnify, defend and hold harmless KinematicSoup and its officers, directors, employees and agents from and against any claims, liabilities, damages, losses or expenses (including reasonable attorneys’ fees) arising out of or related to:
1. Your breach of this Agreement;
2. Your use of the Software in violation of law or third‑party rights; or
3. Content you create or distribute using the Software.

24. Miscellaneous

a. Governing Law & Venue. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia.

b. Force Majeure. Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control.

c. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

d. Interpretation. Headings are for reference only and shall not affect interpretation. The term “including” means “without limitation.”

e. Electronic Acceptance & Counterparts. This Agreement is binding upon Customer by clicking the acceptance checkbox on the web form or by using the Software, which constitutes a valid electronic signature. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

f. No Oral Modifications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

g. Entire Agreement. This Agreement, together with any Order Forms, exhibits and the SLA, constitutes the entire agreement between you and KinematicSoup regarding the Software and supersedes all prior or contemporaneous communications.

Contact Information

If you have any questions about this Agreement, please contact us at:
KinematicSoup Ltd.
Email: legal@kinematicsoup.com