Commercial Terms for O3DE
These commercial terms (“Terms”) apply to commercial use of our Kythera® AI Toolset and Gem for O3DE (“Software”).
They apply in addition to the Kythera AI O3DE Community End User License Agreement (“EULA”).
Please read these Terms carefully. By accepting them and using the Software for any commercial purpose you are agreeing to them. If you do not agree with, or don’t want to be bound by these Terms, you must not make commercial use of the Software.
A trial period is allowed of up to 60 calendar days or to the point at which Gross Revenue (as defined below) is generated - whichever is the shorter duration.
Alternative terms are available for enterprise customers, such as no royalty fees and full source code - please see www.kythera.ai/licensing.
If you require clarification of these terms, please email email@example.com
The following key definitions are used in these Terms:
- Product: means any product you develop or are involved in developing, or service you deliver, which makes use of the Software.
- Game: means a Product that is a video game.
- Game Gross Revenue: means all revenue attributable to the Product (whether received by you or a third party) as follows:
- all revenue resulting from any and all sales and distribution of the Product to end users through any and all media, including but not limited to digital and retail;
- all revenue from any and all in-app purchases, downloadable content, microtransactions, subscriptions, sale, transfer, or exchange of content created by end users for use with a Product, or redemption of virtual currency, either within a Product or made externally but which directly affect the operation of the Product;
- all revenue from any Kickstarter or other crowdfunding campaign;
- all revenue from in-app advertising and affiliate programs
- advance payments for a Product (from a publisher or otherwise), although any reimbursement of such payments will be deducted from the calculation of the Gross Revenue;
- any other revenue attributable to a Game Product.
If your Product is not a Game you may evaluate in your trial period but may not use the Software further under these terms. Please contact us with details so that we can accommodate you via an extension of this license or a separate arrangement. Products that are not a Game include but are not limited to: video (non-interactive linear media), training simulations, architectural visualisations and simulation for machine learning training.
You may register your Product with us at any time via the Project Notification Form. Once you have begun to earn Gross Revenue, you must register your Product.
Royalties are payable on Gross Revenue above $500 in any month. No Royalties are due on Gross Revenue in any month which is below $500. Royalties are also not due in relation to financial winnings generated by awards for a Product, or revenue from donations not tied to Product access or in-Product benefits.
Please note that Royalties are based on Gross Revenue from end users, regardless of whether a Product is sold to end users directly or self-published via the App Store or any similar store, or work with a publisher. For example, if a Product earns $10 on the App Store, Apple may pay the Licensee $7 (having deducted 30% as a distribution fee), but the Gross Revenue on which the Royalty is applied is still $10.
The Royalty rate is 3%.
Reporting and payment is linked to calendar quarters (“Quarters”), the first being January-March.
In any Quarter that you earn Gross Revenue and for four Quarters thereafter, you must file a report with confirmation of the Gross Revenue earned and the Royalties due, within 40 days of the end of the quarter, even if no Royalties are due for payment.
The form for reporting Gross Revenue is to be completed using the Royalties Report.
Royalties must be paid within 40 days of the end of each Quarter where Royalties are due. Payments will be made via bank transfer, with account details and reference to be provided when required.
Except to the extent required by law, all payments are non-refundable under all circumstances.
Royalties and fees are exclusive of VAT (or similar tax) and shall be paid free and clear of all deductions and withholdings whatsoever, unless required by law. If any deduction or withholding is required by law you shall pay to us such sum as will, after the deduction or withholding, leave us with the same amount as it would have received in the absence of such a deduction or withholding. If you are required by law to make a deduction or withholding, you shall, within five working days of making the deduction or withholding, provide a statement in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid.
Recording and Audit
You must keep proper records and books of account relating to the commercial use of the Product and Gross Revenue generated. Such records and books shall be kept separate from any records and books not relating solely to Products and be open to inspection and audit by us (or our authorised representative), on giving reasonable notice. You shall also provide copies of such records on our request.
If such inspection or audit should reveal a discrepancy in the Royalties paid from those payable, you shall immediately make up the shortfall. Where the discrepancy was greater than 5% of the Royalties that were due, you shall also reimburse us in relation to any reasonable professional charges incurred for such audit or inspection. Such right of inspection of the Licensor shall remain in effect for a period of one year after the termination of the EULA.
You have the option at any time to buyout (“Buyout”) from all future Royalty obligations for use of the Software for a single Product on a single platform by means of a one-off payment of $50,000 USD. For pricing of additional platforms please contact us.
Any such Buyout will take effect three complete calendar months from the date of payment. During the month of payment and the following three calendar months your obligation to pay Royalties will continue to apply.
Should alternative commercial terms be agreed with us subsequently, this Buyout fee may be set against any further license fee.
Version C1.0.0 - 06/07/2021