Last Updated: 21/9/2023

IMPORTANT READ THIS END USER LICENSE AGREEMENT FOR INSTA360 CAMERA SDK (“LICENSE AGREEMENT”) BEFORE INSTALLING OR USING ANY PART OF THE INSTA360 CAMERA SOFTWARE DEVELOPMENT KIT AND ALL ACCOMPANYING DOCUMENTATION AND ANY AND ALL UPDATES, UPGRADES, FIXS AND MODIFICATIONS THERETO (“SDK”). INSTALLING OR USING ANY PART OF THE SDK INDICATES AND CONSTITUTES YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, Insta360 IS UNWILLING TO LICENSE THE SDK TO YOU AND YOU MUST DISCONTINUE THE USE OR INSTALLATION OF THE SDK IMMEDIATELY.

You may not use the SDK and may not accept the License Agreement if you are a person barred from receiving the SDK under the laws of the other countries/areas, including the country/area in which you are resident or from which you use the SDK.

1. Definition

“Application Software” means any application software running in connection with and for use of Insta360 Products solely, which is developed by you in accordance with SDK under this License Agreement.

“Insta360” means Arashi Vision Inc. and its affiliates.

“Intellectual Property Rights” means the following interests owned by a party: 1) rights related to the creation of works, including copyright, neighboring rights and the aforementioned rights in works derived therefrom; 2) trademark service mark and trade name rights; 3) trade secrets; 4) patents for inventions, utility models, design patents, and other industrial property rights; 5) domain names; 6) computer software, and 7) intellectual property rights arising from other causes (such as derived from), whether by operation of law, treaty, agreement, license or otherwise, and by registration, initial application, renewal, extension, continuation application, subdivision application or relicensing of any of the foregoing intellectual property rights.

“Insta360 SDK” means to the software development kit provided by Insta360, including camera control, file transfer and other functional interfaces.

“Open Source Software” means software available without charge for use, modification and distribution which is often licensed under terms that require the user to make the user’s modifications to the Open Source Software or any software that the user ‘combines’ with the Open Source Software freely available in source code form.

“Insta360 Products” means any Insta360 hardware, software and services, including but not limited to Insta360 action camera.

“Marks” means trademark, service mark, company logo and trade name.

2. Scope

If you are an end-user of Insta360 related products, this License Agreement is an agreement between you and Insta360 regarding your download, installation, use and copying of this SDK and use of Insta360 related products and services.

If you are a third-party partner, this License Agreement is an agreement between you and Insta360 for SDK access and cooperation, and applies to any activity in which you call, integrate with the Insta360 SDK or part of the foregoing SDK modules.

3. License

3.1 Subject to the terms of this License Agreement, Insta360 grants you a limited, royalty-free, non-transferable, revocable and non-exclusive license below.

(a) You may use the SDK solely for the purpose of designing or developing the Application Software.

(b) You may copy and distribute the SDK as part of the Application Software and upload the Application Software to any third party application store. Any general public users can download the said Application Software through the information network to use the Application Software solely for the purpose of using the Insta360 Products.

3.2 You acknowledge and agree that Insta360 own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK.

3.3 You may permit distributors of the Application Software to copy and distribute the SDK as part of the Application Software.

4. Restrictions

4.1 Except as expressly set forth in Section 3.1, you shall not(and you shall not allow or authorize any third party to):

(a)disassemble, decompile, reverse engineer or otherwise attempt to discover the source code of the SDK, in whole or in part;

(b)copy, modify, adapt, translate ot otherwise create derivative works of the SDK;

(c)develp software by imitating any Insta360 softwares, including but not limited to its design concept, software interface, fuctions and graphs;

(d)distribute the SDK, in whole or in part, on a stand-alone basis;

(e)lend, rent, lease, loan, sublicense, sell, assign, transfer your rights under this License Agreement to any third party; or

(f) remove, alter, obscure any copyright or other proprietary notice (or any source identifier) included in the SDK.

4.2 If you use Open Source Software in conjunction with the SDK, you must ensure that your use does not: (i) create, or purport to create, obligations of us with respect to any part of the SDK; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the SDK. For example, you may not develop an Application Software using the SDK and an Open Source program where such use results in a program file(s) that contains code both the SDK and the Open Source Software (including without limitation libraries) if such Open Source Software is licensed under a license that requires any “modifications” be made freely available. You also may not combine the SDK with programs licensed under the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the SDK or any modifications thereto to become subject to the terms of the GPL.

4.3 In addition, you may not:

(a)Use Insta360’s trademarks to market the programs you develop without Insta360’s written permission.

(b) Use Insta360’s trademarks in a manner that implies that the program you develop is from Insta360 or is endorsed by Insta360.

5. Application Software

Insta360 makes no warranty of any kind, either express or implied, including without limitation, any warranty that the Insta360 Products works properly in connection with the Application Software. You shall, at your sole cost and expense, evaluate whether the Application Software works properly and correct any bugs and errors of the Application Software.

6. Support from Insta360

Insta360 may, at its sole discretion, provide any technical information on the SDK on its website. Notwithstanding the foregoing, Insta360 has no obligation to provide any support or advice to any third party or person, including without limitation, any support and advice for the development of the Application Software and the application and registration of the Application Software to application distribution website.

7. Maintenance of the Application Software

7.1 You shall, at your sole cost and expense, maintain and update the Application Software to work properly.

7.2 You shall not make any misrepresentation which states, whether expresses or implied, that Insta360 is the developer, right holder or provider of the Application Software and its related services. Also you shall not use the SDK for the purposes to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so.

7.3 Subject to Section 7, you may, at your sole cost and expense, provide any third party with any support and maintenance service in relation to the Application Software.

7.4 You agree that if you use the SDK to develop the Application Software for general public users, you will protect the privacy and legal rights of those users to comply with any applicable laws and regulations. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely.

7.5 Insta360 may at any time, immediately terminate this License Agreement and you shall immediately cease using the SDK and distributing the Application Software if Insta360 believes, in its sole discretion: (a) the Application Software is invisible to end users; (b) the end users of the Application Software cannot easily delete or uninstall it; (c) the Application Software does not function properly with the Insta360 Products; (d) the Application Software contains any contents which does not comply with this License Agreement or Insta360’s policy; (e) the Application Software or any pictures or contents obtained through the Application Software infringe or is likely to infringe any third party’s Intellectual Property Rights or any third party’s rights of publicity or privacy or any other rights; and (f) the Application Software enables any party or person to use the Insta360 Products in a way offensive to public order and moral.

8. Changes to the SDK or this License Agreement

From time to time, Insta360 may update or otherwise modify the SDK, for example, but not limited to, for purposes of error correction, improvement of features, and enhancement of security features. Such updates or modifications may change or delete the nature of features or other aspects of the SDK, including features you may rely upon. You hereby agree that such activities may occur at Insta360’s sole discretion without liability to you. In the event of such updates or modifications, Insta360 may send you a notice and provide the latest version of the SDK to you at its sole discretion. You acknowledge and agree that Insta360 may, at its sole discretion, permanently or temporarily stop providing this SDK or any function of the SDK to you at any time without prior notice. You also agree to provide necessary assistance when Insta360 release any updated version of the SDK and ask for your cooperation.

9. Promotion

9.1 Insta360 and Insta360 affiliates and their dealers may (a) introduce or promote the Application Software in connection with Insta360 Products on their websites, in promotion materials or at exhibitions; and (b) use your Mark on the promotion materials and package of the Insta360 Products and distribute such promotion materials.

9.2 You grant Insta360 and Insta360 affiliates and their dealers a non-exclusive, non-transferable, royalty-free license to use, distribute your Mark in connection with the promotion and distribution of the Insta360 Products.

9.3 Nothing in this License Agreement gives you a right to use any of Insta360’s Marks, domain names, or other distinctive brand features.

9.4 You warrant that the word "Insta360" will not appear in the name of any application that you develop using the SDK, unless you have obtained written permission of Insta360.

10. Intellectual Property

10.1 You acknowledge and agree that Insta360 obtains all right, title and interest in and to the SDK and the underlying information and technology. You agree that you neither own nor obtain any claims or rights to this SDK or to any related patents, copyrights, trademarks or other intellectual property rights. Insta360 and its licensors retain all rights and interests in this SDK and all copies of it at any time, regardless of the form or medium in which the original or other copies may exist in the future.

10.2 Insta360 agrees that you own all right in and to the Application Software under this License Agreement, including but not limited to intellectual property rights. You agree to license Insta360 a worldwide, royalty-free, non-exclusive, sub-licensable and transferable right to use the Application Software.

10.3 You acknowledge that the SDK may include third party software subject to other terms and conditions governing the use of such software other than this License Agreement. All third-party licensors and suppliers own all rights and interests in such third party software and all copies thereof, including all copyrights and other intellectual property rights. Your use of any third party software is subject to, and you should abide by, any terms and conditions of this License Agreement, as well as applicable restrictions and other terms and conditions specified in the documents or printed materials of any third party software.

11. DISCLAIMER OF WARRANTIES

INSTA360 MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF PROPER OPERATION OF INSTA360 PRODUCTS WHEN USED IN CONJUNCTION WITH APPLICATION SOFTWARE.

INSTA360 DO NOT PROMISE THAT THE SDK (INCLUDING ITS FUNCTIONALITY OR FEATURES), OR INFORMATION THAT YOU RECEIVE FROM INSTA360 WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM INSTA360. INSTA360 CANNOT ENSURE THAT ANY FILES, INFORMATION OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM THE SDK WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND INSTA360 DISCLAIM ANY LIABILITY RELATED THERETO. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. INSTA360 FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES, DUTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, DUTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. YOUR SOLE REMEDY AGAINST INSTA360 FOR DISSATISFACTION WITH THE SDK IS TO STOP USING IT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INSTA360, ITS SUBSIDIARIES AND AFFILIATES, ITS LICENSORS, OR A INSTA360 AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY, DUTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY, DUTY AND CONDITION. You understand that Insta360 is under no obligation to provide updates, enhancements, or corrections, or to notify you of any product or service changes that Insta360 may make, or to publicly announce or introduce the product(s) or service at any time in the future.

Nothing in this License Agreement affects your statutory rights as a consumer, nor can you change or waive those rights by agreeing to this License Agreement.

12. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, INSTA360 WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS ARE INTENDED TO APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

INSTA360'S CUMULATIVE LIABILITY UNDER THIS LICENSE AGREEMENT SHALL NOT EXCEED THE ACTUAL AMOUNT PAID BY YOU TO INSTA360 FOR THE SDK.

13. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Insta360, its subsidiaries, affiliates and their respective directors, officers, employees and agents (“Indemnified Party(s)”) from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ and experts’ fees and settlement costs) arising out of or accruing from (a) your use or misuse of the SDK, (b) any application you design or develop using the SDK or any pictures or contents obtained through such application that actually or allegedly infringes or misappropriates any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy or any other rights, and (c) any non-compliance by you with this License Agreement or any law, rule or regulation. You and your counsel will cooperate as fully as reasonably required by the Indemnified Party(s) in defense or settlement of any claim. Insta360 and/or Indemnified Party(s) reserve the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of any Indemnified Party without the prior written consent of Insta360 and/or Indemnified Party(s).

14. Termination

Either party may terminate this License Agreement at any time with notice. In case of any breach of this License Agreement, Insta360 may immediately terminate this License Agreement. Upon termination of this License Agreement, you shall immediately cease using the SDK and distributing the Application Software, and shall immediately return or destroy all copies of the SDK that you own, keep, or control. If required by Insta360, you shall also prove to Insta360 in writing that such return or destruction has been completed.

15. Miscellaneous

15.1 Insta360 may modify or revise the terms and conditions of this License Agreement upon prior notice to you by sending email to you, notifying on Insta360’s website or any other reasonable means. If you do not accept such revised terms and conditions, you shall notify Insta360 thereof and cease using the SDK before the effective date of such revised terms and conditions. Upon your use of the SDK after the effective date of such revised terms and conditions, you are deemed to accept such revised terms and conditions.

15.2 You agree that if Insta360 does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Insta360 has the benefit of under any applicable law), this will not be taken to be a formal waiver of Insta360’s rights and that those rights or remedies will still be available to Insta360. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.

15.3 If you reside inside the European Union, this License Agreement and any action related thereto will be governed by the laws of the Member State where you are domiciled. In case of a dispute the competent courts of the Member State where you are domiciled will have jurisdiction. If you reside outside of the European Union, these Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to exclusive jurisdiction and venue in such courts.

15.4 This License Agreement contains the entire legal agreement between Insta360 and you relating to your use of the SDK and supersedes all prior written or oral agreements, contracts or promises between Insta360 and you.

15.5 This License Agreement may not be assigned or transferred by you without the prior written approval of Insta360.

15.6 Insta360 may decide to charge for the SDK in the future. In the event Insta360 decides to charge fees for the use of the SDK, Insta360 will provide notice of the payment terms as provided in section 15.1, and you may choose to stop using the SDK if you do not agree with the payment terms.

15.7 You agree to comply with all applicable export and import laws and regulations applicable to the jurisdiction in which the SDK was obtained and in which it is used. You also agree that you will not use the SDK for any purposes prohibited by any applicable laws, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

16. Automatically Collected Information

In order to continually improve the SDK, Insta360 may automatically collect certain usage statistics with your prior consent including, but not limited to, unique identifiers, associated IP address, and other information on which tools and services in the SDK are being used and how they are being used. This data is collected in the aggregate to improve the SDK and is maintained in accordance with Insta360’s Privacy Policy. We may also collect certain personal information from you with your prior consent, including but not limited to your legal name, mailing address, phone number, email address, and other contact or personal information. We may also collect additional information in order to verify your identity or provide certain functions. This information will be maintained in accordance with Insta360’s Privacy Policy(https://www.insta360.com/support/supportcourse?post_id=20166).

If you are a third-party partner, you need to ensure that your software or service has a privacy policy that meets regulatory requirements. Please clearly inform the end-user in the privacy policy or product page of your software or service that you have selected this SDK as a partner and that your software or service uses the relevant products and services of this SDK, and make sure that when the end-user starts the software or service for the first time, the end-user is prompted to read the relevant privacy policy through a pop-up window or other obvious means and obtains the effective consent of the end-user before initializing this SDK.

17. Export Controls.

The SDK and the underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to or through or involve any party on any U.S. government screening or prohibited list (including those as updated from time-to-time on the U.S. Consolidated Screening List (available at http://export.gov/ecr/eg_main_023148.asp). By downloading or using the SDK and/or Documentation, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you agree to comply with all export laws and other applicable laws.

18. Government End Users

The SDK is “commercial computer software” as that term is defined in U.S. Federal Acquisition Regulation (“FAR”) 2.10(a). The SDK was developed entirely at private expense, and no part of it was first produced in the performance of a Government contract. If the SDK is supplied for use by the DOD, it is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the SDK is supplied for use by a U.S. Federal agency other than the U.S. DOD, the SDK is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.

The contractor/manufacturer are Arashi Vision Inc. Address: 12F, Building T2, Everest Qianhai Financial Center, Nanshan District, Shenzhen, Guangdong Province, China, Post code: 518000 Phone: 400-833-4360

and ARASHI VISION (U.S.) LLC Address: 2323 Main St, Unit 16, Irvine, CA 92614 Phone: +1 800 692 0360.