IKINEMA RunTime-Indie

IKINEMA RunTime-Indie for Unreal Engine 4

Powerful IK middleware for small and indie studios with turnover and/or funding below $80,000 US for just £99



IKINEMA RunTime-Indie middleware is a powerful generic full-body IK solver used to create convincing and realistic motion for all human and fantasy characters during gameplay. Fully integrated with Unreal Engine 4 the user has access to a rich out-of-the-box toolset for all character behaviours – from look-at, pointing and reach, to climbing, foot placement and locomotion. RunTime is used by Microsoft, Square Enix, Platinum Games and other top studios. Start using RunTime-Indie today for just £99.

IKINEMA RunTime-Indie is for individuals and studios who did not earn/receive more than $80,000 US in revenue/funding in the last fiscal year. Please review and accept the license terms before downloading and installing IKINEMA RunTime-Indie for Unreal Engine 4. IKINEMA-RunTime Indie licenses are node-locked.


IKINEMA® RUNTIME-INDIE DEVELOPER AGREEMENT

This is a legal agreement (“Agreement”) between you (the individual or legal entity agreeing to be bound by this Agreement) and IKINEMA Limited relating to your use of IKINEMA® RunTime-Indie software.

Please read this Agreement carefully before downloading the software. By downloading or using this software, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not download or use this software.

  1. Definitions

    As used in this Agreement, the following capitalized words have the following meanings:

    “Academic Institution” means any educational institution such as, but not limited to, a university, college, or high school.

    “Account” means a unique ID and associated password provided to, or selected by, each User to access the Code, Tools and Assets under the License and each User must pay a License Fee.

    “Asset” means any artwork or other content assets that IKINEMA may provide to for use with the Code to develop the Product(s).

    “Code” means the object code of the IKINEMA® RunTime-Indie, including any future Versions, as made available to you by IKINEMA under this Agreement.

    “Commercial Entity” means any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, excluding any government, non-profit, educational or academic institution.

    “Distribute” means to provide or otherwise make a copy available, or to make its functionality available on a network.

    “IKINEMA” means IKINEMA Limited, a company registered in England & Wales with company number 05983680, whose registered address is White House The White House, 2 Meadrow, GU7 3HN Godalming, Surrey, United Kingdom.

    “IKINEMA® RunTime-Indie” means the proprietary software library known as the IKINEMA® RunTime-Indie and any updates or upgrades to the library made generally available by IKINEMA.

    “IKINEMA Trademarks” means the trademarks, service marks, trade names and logos associated with IKINEMA and IKINEMA® RunTime-Indie.

    “Feedback” means any feedback or suggestions that you provide to IKINEMA regarding the Licensed Technology.

    “Licensed Technology” means the Code, Tools and Assets.

    “Product” means any product developed under this Agreement that combines any Licensed Technology with any other software or content, regardless of how much or little of the Licensed Technology is used.

    “Upgrade Fee” means IKINEMA’s provision of access, under the License, to future Versions of the Code and future Tools and/or Assets that IKINEMA makes available to the public generally.

    “Sole Proprietor” means any Commercial Entity that is owned or controlled by a single individual, with no other partners or employees.

    “Third Party Software” means third party software components, included in the Tools.

    “Tools” means editors, integrations and other tools (such as Rig Editor) that IKINEMA may provide to you for use with the Code to develop the Product(s).

    “User” means an individual user who uses a valid Account to access the Code, the Tools and the Assets. If you are an individual, “User” means you. For legal entities, “User” means the individual employee or agent through whom they are exercising rights under this Agreement.

    “Version” means any updated or upgraded version of the Code that IKINEMA chooses to make available to the public generally.

    “Legal Entity” means any Commercial Entity, Non-Commercial Entity or Sole Proprietor.

    “You,” “your” or “yourself”, whether or not capitalized in this Agreement, means you as an individual or the legal entity exercising rights under this Agreement through you. For legal entities, “you,” “your” and “yourself” include any entity that controls, is controlled by, or is under common control with you, where “control” means the power, direct or indirect, to cause the direction or management of the entity in question, whether by contract or otherwise, or ownership of 50% or more of the outstanding shares or beneficial ownership of the entity in question.

  2. License Grant

    IKINEMA is willing to license the Licensed Technology to you only upon the condition that you accept all the terms contained in this Agreement. By checking the box with links to this Agreement, clicking “accept” or by downloading, installing or using the Licensed Technology , you are agreeing that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Legal Entity. If you do not accept all the terms of this Agreement, then IKINEMA is unwilling to license the Licensed Technology to you, and you must destroy all copies of the Licensed Technology in your possession or control.

    If you are accepting the terms of this Agreement for use of Licensed Technology, you represent and warrant that:

    • if you are accepting the terms on behalf of a Legal Entity which is a Commercial Entity, both (a) its annual gross revenues do not exceed US$80,000, or (b) raised funds (including but not limited to crowdfunding) do not exceed US$80,000, in each case during the most recently completed fiscal year and in any equivalent currency;
    • if you are accepting the terms on behalf of a Legal Entity which is a Non-Commercial Entity, the total annual budget does not exceed US$80,000 (for the entire Non-Commercial Entity (not just a department)) for the most recently completed fiscal year (including in any equivalent currency); and
    • if you are an individual (not acting within a role in a Legal Entity) or if you are accepting the term on behalf of a Legal Entity as a Sole Proprietor, the annual gross revenues from your or its use of the Licensed Technology do not exceed of US$80,000 during the most recently completed fiscal year (including in any equivalent currency).
    • During the term of this Agreement, you expressly acknowledge and agree that if the above thresholds are exceeded, then you may no longer use Licensed Technology, and you must either purchase IKINEMA RunTime and continue using the Product or destroy all copies of Licensed Technology in your possession or control and cease distribution of any Product created with the Licensed Technology. IKINEMA will monitor your compliance with and enforce these restrictions and requirements including but not limited to monitoring the number of downloads of your Product and any available revenue estimate data.
    • Upon the acceptance of the above terms, IKINEMA grants you a non-exclusive, non-transferable, non-sublicensable (except as described in this Agreement) license to use, reproduce, display, perform the Licensed Technology for the purposes of lawfully developing and/or Distributing Product(s) (the “License”). However, the rights that IKINEMA grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms.
      The License becomes effective on the date you accept this Agreement or download the Code or any Tools or Assets. The License does not grant you any title or ownership in the Licensed Technology

    Restrictions on Distribution and Sublicensing

    You may not Distribute any Licensed Technology to any of yours subsidiaries or related parties, as well as to any third parties or sub-contractors. Further for avoidance of doubt you may not develop and distribute the Product upon request of any of yours subsidiaries or related parties, as well as to any third parties or sub-contractors.

    However you are allowed to provide:

    a. Distribution to end users - You may Distribute Code licensed to you under this Agreement incorporated in object code format as an inseparable part of a Product to end users who are subject to an end user license agreement which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology. However, the Product may not consist of or contain any Tools nor provide functionality allowing the creation of standalone products utilizing the Licensed Technology; and

    b. Sublicensing to end users, publishers and distributors - You may not sublicense any Licensed Technology, except to the extent necessary to grant end users the ability to use, or to permit your publishers and distributors to market and Distribute a Product that you Distribute as permitted in Section 2(a) above

    Prior to commencing the Distribution of a Product to end users, you must provide IKINEMA with advance notification by email to info@ikinema.com, including the name of the Product, the format of distribution, unique Product id (where applicable), and the distribution channel(s).


    Other Restrictions

    You may not engage in any activity with respect to the Licensed Technology, including as incorporated into a Product (1) for any gambling-related activities or Products, where such inclusion would require IKINEMA to be in possession of any gambling license or authorisation; (2) for the live operation of nuclear facilities, aircraft navigation, aircraft communication systems or air traffic control machines, or for live military operations; (3) in violation of any applicable law or regulation; (4) in which the Licensed Technology is rented or leased; (5) that misappropriates any of IKINEMA’s other products or services; (6) in support of a claim by you or any third party that the Licensed Technology infringes a patent. You also may not sell or grant a security interest in any Licensed Technology.

  3. License Fee

    Provided that the thresholds above are not exceeded, you can purchase one or multiple seats by paying the License Fee as set forth in the applicable IKINEMA online store cart, quote and/or invoice.
    Under the License, the User may use the Licensed Technology for as long as you comply with this Agreement. If you are a legal entity, references to “you” in this Agreement also apply to the User in all cases. You are responsible for the User’s compliance with this Agreement.

  4. Upgrade Fee

    If a new version of the Licensed Technology becomes available, you will have the option to upgrade by paying an Upgrade Fee. Upgrade to the latest version of the Licensed Technology provides access to all previous versions of the Licensed Technology. Each Account/User must pay a License Fee.
    You acknowledge that IKINEMA may process payments through PayPal or charge to a credit card account that you provide. When you provide payment information to IKINEMA or its authorized processor, you represent to IKINEMA that you are the authorized user of the card, PIN, key, or account associated with that payment, and you authorize IKINEMA to charge your credit card or process your payment through the authorized processor for any License or Upgrade Fee.
    IKINEMA reserves the right to change the License and/or the Upgrade Fees with or without prior notice.

  5. Royalty

    No royalties are currently due to IKINEMA for the Distribution of any Product as permitted under this Agreement, however if Licensee exceeds the thresholds in Clause 2 And has not informed IKINEMA and has not paid the full RunTime license fee, then IKINEMA reserves the right to charge a royalty on sales of Product.

  6. Payments

    IKINEMA reserves the right to charge a 1% late fee, per calendar month (compounding), for any amounts unpaid after the required due date.
    You are responsible for all taxes on all payments required to be made by you under this Agreement (other than taxes that IKINEMA is obligated to pay on its income, which are IKINEMA’s responsibility). If you are required by a government agency to reduce your payment to IKINEMA for any reason, you are required to provide sufficient documentation to IKINEMA supporting such withholding

  7. Records and Audits

    You agree to keep accurate books and records related to your development, manufacture and Distribution of Products. IKINEMA may conduct reasonable audits of your records. Audits will be conducted during business hours on reasonable prior notice to you. IKINEMA will bear the costs of audits unless the results show a shortfall in payments in excess of 5% during the period audited, in which case you will be responsible for the cost of the audit.

  8. Support

    IKINEMA does not have any support obligations with respect to the Licensed Technology. Support resources may be obtained at IKINEMA Forum.

  9. Feedback

    If you provide IKINEMA with any Feedback, IKINEMA is free to use the Feedback however it chooses. However, you may continue to freely use any Feedback that you provide to IKINEMA.
    You understand and agree that IKINEMA is not required to make any use of any Feedback that you provide. You agree that if IKINEMA makes use of your Feedback, IKINEMA is not required to credit or compensate you for your contribution.
    You represent and warrant that you have sufficient rights in any Feedback that you provide to IKINEMA to grant IKINEMA and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.

  10. Ownership

    IKINEMA owns all title, ownership rights, and intellectual property rights (including under registered patents) in the Code, the Tools and the Assets. You own all rights in the Products you develop under the License, other than the Code, Tools and Assets. All rights granted to you under this Agreement are granted by express license only. No other license rights shall be created hereunder by implication, estoppel, or otherwise.

  11. Proprietary Notices

    You agree to retain and reproduce in all copies of Licensed Technology the copyright, trademark, and other proprietary notices and disclaimers of IKINEMA and third parties as they appear in the Code, the Tools and the Assets.

  12. Attribution

    You agree to place the following notices in the credits for any Product (replacing xxxx with the current year): “[Product name] uses IKINEMA® RunTime-Indie. IKINEMA® is a trademark or registered trademark of IKINEMA Limited in the European Union, the United States of America and elsewhere” “IKINEMA® RunTime-Indie, Copyright xxxx , IKINEMA Limited. All rights reserved.” No other license or right in the IKINEMA Trademarks is granted under this Agreement. All use of the IKINEMA Trademarks will inure to the sole benefit of IKINEMA. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the IKINEMA Trademarks or cause consumer confusion or diminish any goodwill relating to any IKINEMA Trademarks. IKINEMA may use your trademarks, service marks, trade names, and logos used with any Product, as well as publicly released screen shots and video content from the Product, in connection with IKINEMA’s marketing, advertisement, and promotion of the IKINEMA® RunTime-Indie in any and all media without restriction.

  13. Disclaimers and Limitation of Liability

    The Licensed Technology and all other materials and information provided by IKINEMA (the “IKINEMA Materials”) are provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. To the maximum extent permitted by applicable law, IKINEMA disclaims all warranties, conditions, common law duties and representations (express. implied, oral and written) with respect to the IKINEMA Materials, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not IKINEMA knows or has reason to know of any such purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, to the maximum extent permitted by applicable law, IKINEMA makes no warranty that (1) any of the IKINEMA Materials will operate properly, including as integrated in any Product, (2) that the IKINEMA Materials will meet your requirements, (3) that the operation of the IKINEMA Materials or your access to them will be uninterrupted, secure, virus-free, bug-free or error-free in any or all circumstances, (4) that any defects in the IKINEMA Materials can or will be corrected, (5) that the IKINEMA Materials are or will be in compliance with a platform manufacturer’s rules or requirements, or (6) that a platform manufacturer will approve any of your Products, or will not revoke approval of any Product for any or no reason. To the maximum extent permitted by applicable law, neither IKINEMA, its licensors, nor its or their affiliates, nor any of IKINEMA’s service providers, shall be liable in any way for loss or damage of any kind resulting from the use or inability to use the IKINEMA Materials or otherwise in connection with this Agreement, including but not limited to loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will IKINEMA, its licensors, nor its or their affiliates, nor any of IKINEMA’s service providers be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, or any other damages arising out of or in connection with this Agreement or the IKINEMA Materials, or the delay or inability to use or lack of functionality of the IKINEMA Materials, even in the event of IKINEMA’s or its affiliates’ fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if IKINEMA or its affiliates have been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of IKINEMA, its licensors, its and their affiliates, and any of IKINEMA’s service providers shall be limited to the full extent permitted by law.

  14. Indemnity

    You agree to indemnify, pay the defense costs of, and hold IKINEMA, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any claim brought by any third party to whom you Distribute or sublicense the Licensed Technology in violation of this Agreement (including without limitation any claim that the Licensed Technology infringes a patent), (c) any claim that any Product or any other matter you created, or your exercise of the License, infringes any third party’s intellectual property rights and other proprietary or personal rights (except for any claim that your authorized use of unmodified Code, Tools or Assets originally provided to you by IKINEMA under this Agreement infringes any patent, trademark or copyright), or (d) any national or foreign civil or criminal actions related to any Product. You agree to reimburse IKINEMA on demand for any defense costs incurred by IKINEMA and any payments made or loss suffered by IKINEMA, whether in a court judgment or settlement, based on any matter covered by this Section 14. If you are prohibited by law from entering into the indemnification obligations above, then you assume, to the extent permitted by law such indemnification obligations.

  15. Export Restrictions

    You agree to comply with all applicable federal and foreign laws, regulations and rules, and complete any required undertakings (including obtaining any necessary export license or other governmental approval), prior to accessing, exporting, re-exporting, or releasing any Licensed Technology.

  16. Term and Termination
    • a. Term of the License. This Agreement will continue in effect unless terminated as described below.
    • b. Termination by IKINEMA. IKINEMA may terminate the Agreement by providing written notice to you if you materially breach any provision of this Agreement and the breach is not curable or, if it is curable, you fail to cure the breach within thirty (30) days of notice of the breach from IKINEMA. Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under the License constitutes a material breach of this Agreement.
    • c. Termination for Patent Action. The Agreement will terminate automatically as of the date you commence any claim that the Licensed Technology infringes a patent, or otherwise support any claim by a third party that the Licensed Technology infringes a patent.
    • d. Effect of Termination. Upon any termination, the License will automatically terminate with the following effects
      • i. you may no longer exercise any of the rights granted to you by the License,
      • ii. you must destroy all copies of the Licensed Technology in your possession
      • iii. cease distributing any Products developed under this Agreement.
      • iv. Within 30 days of termination, unless otherwise agreed by IKINEMA, you must destroy all Products in your inventory.
      Except that if this Agreement is terminated by you or IKINEMA under clause 4 or in case you decide to purchase IKINEMA RunTime , clauses 16(d)(iii) and 16(d)(iv) shall not apply and you may continue after termination to create and hold inventory and distribute and sell Products developed using the Licensed Technology prior to the termination date.
    • e. No Refunds. All fees and other payments made under this Agreement are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
    • f. Surviving Provisions. Sections 6, 7, 9-10, 13, 14, 16-18 and 22-24 will survive termination of this Agreement.
  17. Governing Law and Jurisdiction

    You agree that this Agreement will be deemed to have been made and executed in England and any dispute will be resolved in accordance with the laws of England and Wales, excluding that body of law related to choice of laws. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the English courts. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

  18. Class Action Waiver

    You agree not to bring or participate in a class or representative action, private attorney general action in the United States of America (or equivalent action in any other country or other territory), or collective arbitration related to the Licensed Technology or this Agreement.

  19. U.S. Government Entities

    The Licensed Technology and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Licensed Technology is being licensed to U.S. Government entities only as Commercial Items and with only those rights as are granted to other licensees (other than Academic Institutions) under this Agreement.

  20. Independent Contractor

    You and IKINEMA are independent contractors and are not the legal representative, agent, joint venturer, partner, or employee of the other. Neither party has any right or authority to assume or create any obligations of any kind or to make any representation or warranty on behalf of the other party.

  21. Amendments of this Agreement

    IKINEMA may issue an amended Agreement at any time in its discretion by providing notice to you or by providing you with digital access to the amended Agreement when you next access the Code, Tools and/or Assets. You are not required to accept the amended Agreement. However, in order to upgrade, you must accept the amended Agreement. If you do not accept the amended Agreement, IKINEMA reserves the right to terminate your License which will have the consequences related to termination of your License under Section 16, set forth in Sections 16(d) and (f). If you are a legal entity, acceptance of an amended Agreement by any of your Users will be binding on you

  22. Notices

    Where this Agreement calls for notice from IKINEMA, including written notice, IKINEMA may provide such notice to you at the email address that you provided when you registered for the License (or any updated email address you subsequently provide). IKINEMA’s notices to you will be effective when they are sent to that email address.

  23. No Assignment

    You may not, without the prior written consent of IKINEMA, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. You also may not transfer your Account. IKINEMA may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement. For clarity, you are not prohibited by IKINEMA from assigning or transferring your rights in your Product, other than the Code, Tools and Assets. Third Party Software assignment and transfer is governed by the terms of the applicable licenses.

  24. Miscellaneous

    This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and IKINEMA relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded. However, for clarity, any agreements previously signed by you and IKINEMA regarding the Code, Tools or Assets are not modified or otherwise affected by this Agreement, and they will continue in effect in accordance with their terms. The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country. This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are not enforceable in your jurisdiction, those provisions shall be enforceable to the furthest extent possible under applicable law. Any act by IKINEMA to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. IKINEMA’s obligations are subject to existing laws and legal process, and IKINEMA may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

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In accordance with the RunTime-Indie licensing agreement, I hereby declare that in the year immediately before the date of execution of the Agreement, or execution of any renewal of the Agreement, our turnover which may include purchase of products or licences though crowdfunding or similar schemes does not exceed the total amount of USD $80,000.
You must also choose either Action for Maya or Action for MotionBuilder as a part of the package.


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