SDK Licence Agreement

IMPORTANT READ CAREFULLY – THESE TERMS APPLY TO YOUR USE OF DIGITAL BARRIERS SERVICES LIMITED SOFTWARE DEVELOPMENT KIT (IN OBJECT CODE FORMAT) AND ANY ACCOMPANYING DEVELOPERS’ TOOLS, DOCUMENTATION, AND INSTRUCTIONS (COLLECTIVELY, THE “SDK”), AS PROVIDED BY DIGITAL BARRIERS SERVICES LIMITED (“LICENSOR”). BY USING THE SDK, YOU (“YOU” OR “LICENSEE”) ACKNOWLEDGE THAT YOU HAVE READ THIS SDK LICENCE AGREEMENT (“AGREEMENT”), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SDK.

 

  1. GRANT OF LICENCE. Licensor grants to Licensee a limited, revocable, worldwide, non-exclusive, non-transferable, royalty-free licence to use the SDK in the form provided, solely to create custom applications for the use and distribution of its licensed products. The SDK is licenced and not sold. Licensee may not rent, lease, or lend the SDK or any portion thereof without the prior written approval of Licensor. This grant applies to updates or supplements to the original SDK unless Licensor provides other terms along with the update or supplement. Licensee shall not export the SDK or use the SDK for any purposes prohibited by applicable law.

 

  1. THIRD PARTY SOFTWARE. The SDK works with certain third-party software components and programs (“Third Party Software”) which are subject to their respective licensor’s applicable terms and conditions. The Third-Party Software’s applicable terms and conditions may be contained in the installed documentation accompanying SDK or may be provided as links to Third Party libraries or code. Any use of the Third Party Software shall be governed solely by the applicable Third Party Software terms and conditions. Licensor represents and warrants that the SDK does not contain any code subject to the GNU General Public Licence (“GPL”), “copyleft” licence, or any other licence that requires as a condition of use, modification and/or distribution of such code that other software incorporated into, derived from or distributed with such code be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.

 

  1. RESERVATION OF RIGHTS. (a) Ownership. Licensee agrees that, except to the extent of the Licensed Products, Licensee has no right, title or interest in or to the SDK. Licensor reserves all rights not expressly granted to Licensee under these terms. All intellectual property rights, title and ownership (including trademarks, patents, copyrights, etc.) in and to the SDK remain with Licensor (or its third party licensors, as applicable); (b) Developed Applications. Licensee may use the SDK to develop custom applications for use only on licensed products. Subject to those rights reserved by Licensor in and to the SDK, Licensor agrees that it obtains no right, title or interest from Licensee in or to any customised applications that Licensee develops using the SDK and; (c) Updates, Upgrades. Licensee agrees that the form and nature of the SDK that Licensor provides may change without prior notice to it and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. Licensee agrees that Licensor may stop providing the SDK (or any features within the SDK) to Licensee or to users generally at Licensor’ sole discretion, without prior notice to Licensee. Licensor shall have no obligation to support the SDK or any applications developed by Licensee using the SDK.

 

  1. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. Licensee may not copy (except for backup purposes), modify, adapt, decompile, reverse engineer, or disassemble, the SDK or any part of the SDK.

 

  1. DISCLAIMER OF WARRANTIES. Licensee expressly understand and agree that your use of the SDK is at its sole risk and that the SDK is provided “as is” and “as available.” Licensor has no obligation to provide support for the SDK. Licensor disclaims any and all warranties of any kind, whether express or implied including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non- infringement.

 

  1. LIMITATION OF LIABILITY AND REMEDIES. Licensee assumes the entire risk of using the SDK. In no event shall Licensor be liable for any damages, whether direct, special, incidental, indirect, or consequential, which may result from the use of the SDK or any applications developed using the SDK.

 

  1. INDEMNIFICATION. Licensee agrees to fully indemnify and hold harmless Licensor from and against any and all claims in relation to (i) its use of the SDK; (ii) any application Licensee develops therefrom; (iii) any Intellectual Property Rights infringement claim that arises from Licensee’s use of the SDK and any application developed therefrom; (iv) any data protection infringement claims that arises from Licensee’s use of the SDK and any application developed therefrom; and/or (v) Licensee’s breach of any terms as set forth.

 

  1. TERMINATION. This grant of licence use is effective until terminated. Licensor may immediately terminate this grant of licence use if Licensee is in default of any these terms. Upon any termination, all licences granted to Licensee shall terminate and Licensee must return to Licensor or destroy all copies of SDK in its possession, custody, or control, whether modified or not.

 

  1. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

  1. ENTIRE AGREEMENT. This is the entire Agreement between Licensee and Licensor relating to the SDK and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SDK.