Niantic Developer Platform Terms of Service and License Agreement

Effective Date: February 1, 2021

These terms and conditions (“License Agreement”, as further defined below) govern your access to and use of the Niantic Developer Platform (“Niantic Developer Platform”) and include the license terms applicable to your use of the Niantic SDK made available to you on the Niantic Developer Platform.

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

Niantic may from time to time add new components to the Niantic SDK and/or modify the Niantic SDK available on the Niantic Developer Platform. As a result, Niantic may subject your continued use of the Niantic Developer Platform to your acceptance of additional or amended terms.

You may not access the Niantic Developer Platform and may not accept the License Agreement if you are not of legal age to form a binding contract. If you are accessing the Niantic Developer Platform and accepting the License Agreement on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to the License Agreement. All references to “you” in the License Agreement will refer to that entity.

The 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 OR THE NIANTIC DEVELOPER PLATFORM 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

  1. Applications: refers to any software program, application or project developed by you under the terms of the License Agreement that uses or integrates any part of the Niantic SDK.

  2. Applicable Laws: is defined in Section 3.2 of this License Agreement.

  3. ARDK or Augmented Reality Developer Kit: refers to the Niantic SDK offering augmented reality tools and functionalities, as may be made available on the Niantic Developer Platform.

  4. Authorized Individuals: refers to the individuals who are allowed access to the Niantic Developer Platform through your account in order to create, develop, test, enhance or support your Application in accordance with this License Agreement.

  5. Content: means any content you send or transfer to Niantic, either directly or via your Application, in connection with your account on the Niantic Developer Platform or your use of the Niantic SDK.

  6. Documentation: refers to any SDK developer documentation, usage guidelines, release notes, notices, explanatory materials and any other documentation made available now or in the future on the Niantic Developer Platform.

  7. GDPR: means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

  8. Intellectual Property: means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

  9. License Agreement: means all terms and conditions set forth herein. The Specific Terms, the Data Processing Agreement, the Privacy Policy, and the Documentation are incorporated by reference in the License Agreement and part thereof.

  10. Niantic Developer Platform: refers to the website accessible on https://niantic.dev through which the Niantic SDK is made available to you.

  11. Niantic SDK: means any software development kits provided to you directly on the Niantic Developer Platform, including any related Documentation, Sample Code and other materials.

  12. Sample Code: means software code made available on the Niantic Developer Platform as part of the Niantic SDK for you to incorporate into your Applications.

  13. Specific Terms: means any specific commercial and contractual terms completed and signed by you and Niantic, in addition to this License Agreement, under which Niantic gives you access to the Niantic Developer Platform.

Account

  1. You must have an account to access the Niantic Developer Platform (your "Account"). We will provide you with developer credentials for each Authorized Individual accessing the Niantic Developer Platform under your Account. You must require each of your Authorized Individuals to comply with the terms of this License Agreement.

  2. You are responsible for maintaining the confidentiality of any developer credentials assigned to you on the Niantic Developer Platform. 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 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 Niantic SDK

  1. Limited License

    Subject to your compliance with the License Agreement and to any limitations set forth in its terms, Niantic grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access the Niantic Developer Platform and to use and reproduce the Niantic SDK, including by merging all or portions of the Sample Code with your Applications, solely for the purpose of creating, developing, testing, enhancing or supporting your Applications and in accordance with all applicable Documentation. All rights not expressly granted herein are reserved.

  2. Compliance with Laws

    When accessing the Niantic Developer Platform and using the Niantic SDK, you will comply with all applicable laws, rules, regulations (including any applicable privacy and data protection regulations, and any export control laws and regulations), and any other applicable requirements (collectively, “Applicable Laws”).

  3. Permitted Use

    1. You will only use the Niantic Developer Platform for purposes that are permitted by any Applicable Laws and by this License Agreement.

    2. You must comply with the Documentation as posted and updated by Niantic from time to time on the Niantic Developer Platform 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 any Niantic SDK in this License Agreement, the Specific Terms or otherwise.

  4. Prohibited Use

    1. You agree that any Release or Deploy of any Application is expressly forbidden under the terms of this License Agreement. Any Release or Deploy of an Application incorporating or utilizing elements of the Niantic SDK is subject to Niantic’s prior written approval at its sole discretion and will be contingent upon the execution of additional terms and conditions, including, but not limited to, related to financial terms, publicity rights, acceptable distribution channels, data and privacy practices, content and brand practices, and other matters, requirements and limitations. A high-level preview of Niantic’s currently contemplated framework of terms for Release or Deploy post-Beta Version is available here (all content accessible at this link is for information only, is non-final, non binding, and subject to change at any time by Niantic at its entire discretion without any notice or compensation to you whatsoever).

      The terms "Release or Deploy" include 1) any release of an Application such that it is made publicly available (e.g. App Store distribution) and/or 2) any deployment of an Application such that it is accessible by any individual who is not an Authorized Individual.

    2. You will not, and will not attempt to:

      • use the Niantic SDK in order to develop, distribute or enhance an application, or engage in any activity that interferes with, damages, disrupts or accesses in any unauthorized manner, 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, or attempt to extract the source code from any Niantic SDK, except insofar as such prohibition would violate Applicable Laws (such exception to be interpreted strictly).
      • remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Niantic SDK.
      • Promote, encourage or facilitate (or have your Application promote, encourage or facilitate) any unlawful activity, including, without any limitation, any unlawful online gambling, any violation of third party rights, any violation of privacy and/or publicity rights, any violation of personal and/or real property, and any activity violating the Niantic Player Guidelines available at https://nianticlabs.com/guidelines/en/.
      • Use the Niantic SDK for any activities that may result in injury, death, property damage, nuisance, trespass, environmental damage, or liability of any kind.
  5. Third Party Software and Open Source Software

    1. Third Party Software and Open Source Software Included in the Niantic SDK. The Niantic 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. In particular, if you develop any Application relying on or using any component of the ARDK that involves Google AR Core, you will include the relevant notice available at https://developers.google.com/ar/develop/privacy-requirements-develop in your Application.

    2. Integration of Open Source or Third Party Software in Your Applications. If you intend to integrate any open source or third party software in your Application, you will notify us in advance. Your notification should include the name of the software and its corresponding license terms. We may object to such integration at our sole discretion and if we do so, you will not integrate such software. Even if we approve the integration or we remain silent, you acknowledge and agree that 1) you will remain fully responsible for complying with any license terms and policies applicable to such open source or third party software, 2) this will not limit our right to ask you to remove such software from your Application or find a replacement software at a later stage for any reason, including during any discussion related to the Release or Deploy of any Application, and 3) our approval or silence will not limit or alter in any way your warranty and indemnity obligations as set forth in this License Agreement.

Participation in a Beta

  1. If you access and/or use the Niantic Developer Platform or any component of the Niantic SDK while such have not been made publicly available by Niantic (referred hereunder as a "Beta Version"), the following section applies to you.

  2. Without limiting Section 13 "Confidentiality", you will protect the confidentiality of non-public information regarding the Beta Version and will not disclose any Documentation associated with any Beta Version, or any other information about or involving any Beta Version, except as agreed by Niantic in writing.

  3. In consideration of being allowed to access and use a Beta Version, you will, as requested by Niantic, provide Niantic with information on your access to the Niantic Developer Platform and use of the Niantic SDK, including your observations on the performance and features of the Beta Version. This feedback will be provided, and treated by Niantic, in accordance with Section 6 "Feedback".

  4. You acknowledge that, during the term of your use of a Beta Version, Niantic may suspend or terminate part or all of your access to the Niantic Developer Platform or any component of the Niantic SDK for any reason. 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 Applications may become inaccessible.

  5. Niantic does not warrant or represent that any Beta Version will ever be made generally available, or that any generally available version will contain the same or similar functionality as the Beta Version.

Privacy

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

  2. Niantic may collect, receive and store your Content, including information about end users of your Application, in order to provide and/or operate the Niantic SDK, and as otherwise set forth in the Niantic Data Processing Agreement. You acknowledge and agree that your use of the Niantic SDK is subject to said Data Processing Agreement. If GDPR applies to the processing of such information, the parties agree that Niantic acts as a "processor" with respect to such data, and you may act either as “controller” or “processor” with respect to your end users data (as each term is defined in the GDPR).

Feedback

  1. You may provide us with information and feedback concerning suggestions for improvements, problems, errors or any other matters related to the Niantic SDK (“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.

Ownership and Proprietary Rights

  1. You retain your ownership rights and Intellectual Property in all original content, code and materials created by you for your Applications (excluding the Niantic Developer Platform, Niantic SDK, or other content provided by Niantic regardless of how incorporated). Niantic owns and will continue to own all rights and Intellectual Property in and to the Niantic Developer Platform, the Niantic SDK and other content available on the Niantic Developer Platform or otherwise provided to you by Niantic now or in the future. All rights not expressly granted by the License Agreement are hereby retained.

  2. Nothing in the License Agreement gives you a right to use your relationship with Niantic, the existence of this License Agreement, or any of Niantic’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features to market, advertise, or promote yourself, your entity (if applicable), your Application, or your products.

  3. As between you and Niantic, all contents, items and components of the Niantic SDK and the Niantic Developer Platform are the Intellectual Property of Niantic and are protected by United States copyright and patent law, international treaty provisions and applicable laws of the country in which it is being used. You agree to protect all copyright and other ownership interests of Niantic in the Niantic SDK and Niantic Developer Platform. Niantic retains all right, title and ownership of any component of the Niantic SDK and Niantic Developer Platform. Except as stated above, this License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks or any other rights with respect to the Niantic SDK or Niantic Developer Platform.

  4. Niantic may currently or in the future be developing technologies and products that are or may be similar to Applications 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

  1. 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 Applications, and you have all necessary consents required for the processing by Niantic or its affiliates or subprocessors 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 the Niantic Developer Platform 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 any party.

  2. If you use the Niantic Developer Platform 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

  1. To the 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 Applications, (b) your or your Authorized Individual’s breach of this License Agreement, (c) your or your Authorized Individual’s misuse of the Niantic Developer Platform, 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 the Niantic Developer Platform Account and/or the Niantic SDK. 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

  1. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE NIANTIC DEVELOPER PLATFORM IS PROVIDED “AS IS” AND "AS AVAILABLE", THAT YOUR USE OF THE NIANTIC DEVELOPER PLATFORM 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) THE NIANTIC DEVELOPER PLATFORM WILL ALWAYS BE UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS, DEFECTS,ERRORS OR HARMFUL COMPONENT, (B) THE NIANTIC DEVELOPER PLATFORM WILL MEET YOUR EXPECTATIONS, OR (C) ANY INFORMATION AVAILABLE THROUGH THE NIANTIC DEVELOPER PLATFORM WILL BE TIMELY, ACCURATE OR RELIABLE.

  2. You are solely responsible for your use of the Niantic Developer Platform, 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 the Niantic Developer Platform.

  3. You agree that we are not obligated to provide you with any technical or other support in relation with the Niantic SDK. If we do provide any support, such support may be conditioned upon your acceptance of additional obligations which would be specified in Specific Terms.

Limitation of Liability

  1. TO THE 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) THE NIANTIC DEVELOPER PLATFORM, 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.

  2. NIANTIC’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE NIANTIC DEVELOPER PLATFORM WILL NOT EXCEED $500 (USD).

Term and Termination

  1. The License Agreement will continue to apply until terminated by either you or Niantic as set forth below.

  2. You may terminate this License Agreement at any time by ceasing your use of the Niantic SDK.

  3. We may terminate the License Agreement with you at any time if you have breached any provision of the License Agreement or if we are required to do so by law. In addition, we reserve the right to terminate the License Agreement, to retire the Niantic SDK or any portion thereof, or to discontinue your access to the Niantic Developer Platform at any time for any reason without any liability or other obligation to you.

  4. Upon termination of the License Agreement, any Supplemental Terms executed with us will be automatically terminated and you will immediately (i) cease to access the Niantic Developer Platform and to use the Niantic SDK and any portion of it, (ii) remove all Niantic Intellectual Property from your Application and (iii) stop using any Niantic Intellectual Property for any purpose. The following provisions of the License Agreement will survive its termination: Section 6 “Feedback”; Section 8 “Representations and Warranties”; Section 9 “Indemnification”; Section 10 “Disclaimer of Warranties”; Section 11 “Limitation of Liability”; Section 13 “Confidentiality”; Section 14 “Dispute Resolution”; Section 15 “General”.

Confidentiality

  1. By virtue of this License Agreement and your use of the Niantic Developer Platform and Niantic SDK, you may receive and have access to non-public information owned by Niantic regarding the Niantic Developer Platform, the Niantic SDK, and/or Niantic, including, but not limited to (i) any materials or information shared with you by Niantic, including the Niantic Developer Platform, the Niantic SDK, any Documentation or other content available on the Niantic Developer Platform or otherwise provided to you by Niantic, (ii) this License Agreement and the existence of this relationship, (iii) your access to the Niantic Developer Platform and any Beta Version, (iv) Feedback provided by you to Niantic and (iv) all other information, technologies, content, and other materials which are marked as confidential or would normally be considered confidential information under the circumstances (“Confidential Information”).

  2. The Confidential Information is the exclusive property of Niantic, is confidential and should be treated as confidential until such time as Niantic indicates otherwise in writing or releases it publicly.

  3. Without limiting the above, you will:

    • not show, distribute, or describe any part of the Niantic Developer Platform or Confidential Information to anyone unless you have received Niantic’s prior written approval to do so.
    • not show, describe or mention your Application publicly unless you have received Niantic’s prior written approval to do so.
    • use reasonable care when discussing the Niantic Developer Platform or Application with Authorized Individuals to avoid any breach of confidentiality.
    • not allow anyone other than Authorized Individual to see, hear, film, or photograph any Confidential Information.
    • Use no less than a reasonable degree of care to protect Confidential Information and prevent any unauthorized use or disclosure of Confidential Information, including but not limited to keeping all Confidential Information in a safe and secure place.
    • Notify Niantic immediately if you become aware that any Confidential Information has been disclosed to, or is in the possession of, any unauthorized person.
    • At any time when Niantic asks you to do so, immediately return all Confidential Information in your possession to Niantic.
  4. You agree that any breach of your confidentiality obligation will result in irreparable harm to Niantic, the extent of which would be difficult to ascertain, and that monetary damages will not be an adequate remedy. Accordingly, you agree that in the event you breach your confidentiality obligation, Niantic will be entitled to injunctive or other equitable relief as the court deems appropriate, in addition to any other remedies which it may have available.

Dispute Resolution

  1. 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 the Niantic SDK 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 the Niantic SDK. 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, “Dispute Resolution” will survive any termination of this License Agreement. If the terms of this Section 14.1, “Arbitration” are found unenforceable as to any claim for relief, that claim must be severed from the arbitration and brought pursuant to Section 14.6, “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.

  2. 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, “Dispute Resolution”. (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.

  3. 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.

  4. 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.

  5. 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 11, "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.

  6. 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 the Niantic Developer Platform and SDK are governed by the laws of the State of California, excluding its conflicts-of-law rules.

General

  1. Modifications. We may from time to time make changes to any portion of this Licence Agreement. We will publish any changes to this License Agreement on the Niantic Developer Platform which you should check regularly. Modifications will become effective 15 days after they are posted, with the exception of changes addressing new functionalities of the Niantic Developer Platform, or changes made for legal reasons, which will both become effective immediately upon being published. If you do not agree to the modified License Agreement, you should discontinue your use of the Niantic Developer Platform. Your continued use of the Niantic Developer Platform constitutes your acceptance of the modified License Agreement.

  2. 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. Except for those specifically listed herein, any terms or conditions on a quote, purchase order, invoice, or other similar document related to this License Agreement are void.

  3. 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.

  4. 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.

  5. 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. Niantic may freely assign or transfer any of its rights or obligations under this License Agreement without restriction.

  6. Purpose. The Niantic SDK is 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.

  7. 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 express states that it does.

  8. Force Majeure. Niantic will not be liable for any losses, nonperformance or delay in performance by reason of any act of God or other causes beyond its control.

  9. Notices. Any notices or other communications provided by Niantic under this License Agreement will be given (a) via email, or (b) by posting to the Niantic Developer Platform. 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.

  10. 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.

  11. Remedies. Our exercise of any remedies under this License Agreement will be without prejudice to our other remedies under this License Agreement or otherwise.

  12. In this License Agreement, the words "include" and "including" mean “including but not limited to.”