Software Development Kit License

SOFTWARE DEVELOPMENT KIT LICENSE

This Software Development Kit License Agreement ("Agreement") is made effective as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Licensor has developed certain software components, libraries, documentation, tools and related materials collectively referred to as the "SDK" and owns or controls all intellectual property rights in the SDK; and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to use the SDK solely for Licensee's internal development and distribution of Licensee's Application(s) pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend to set forth their respective rights and obligations regarding the license, use, support and protection of Confidential Information in this Agreement.

Scope of Work

License Grant

Subject to the terms and conditions of this Agreement and receipt of all applicable payments, Licensor hereby grants to Licensee a non-transferable, non-sublicensable, limited license to use the SDK solely to develop, compile and distribute Licensee's Application(s) that integrate the SDK. All rights not expressly granted are reserved by Licensor.

Restrictions

Licensee shall not (a) modify, adapt, translate or create derivative works of the SDK except as expressly permitted by Licensor in writing; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the SDK, except to the extent permitted by mandatory law; (c) remove, obscure or alter any proprietary notices or labels on the SDK; or (d) use the SDK to develop competing developer tools or SDKs.

Payment Terms

License Fee Amount: $

Late Payment Fee: on overdue amounts measured from the invoice due date until paid in full.

Invoices shall be submitted to the notice address for Licensee set forth below. All amounts are exclusive of taxes; Licensee shall pay any applicable sales, use or withholding taxes (excluding taxes on Licensor's net income).

Term and Termination

Term: The term of this Agreement shall commence on Start Date: and continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period: days after receipt of written notice specifying the breach. Licensor may terminate immediately for Licensee's unauthorized distribution or misuse of the SDK.

Upon termination, Licensee shall cease all use and distribution of the SDK and, upon Licensor's request, certify in writing that it has destroyed or returned all copies of the SDK and Confidential Information.

Confidentiality

"Confidential Information" means non-public information disclosed by a party marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) use Confidential Information only to exercise rights and perform obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors or agents who have a need to know and are bound to maintain confidentiality no less protective than this Agreement; and (c) not disclose Confidential Information to any third party without prior written consent. Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of Confidentiality Duration (years): years.

WARRANTY; DISCLAIMER

Licensor warrants that it has the right to grant the license set forth in this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, THE SDK IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Licensor does not warrant that the SDK will be error-free or that operation will be uninterrupted.

Indemnification

Licensee shall indemnify, defend and hold harmless Licensor from and against any third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of Licensee's use or distribution of the SDK, modification of the SDK, or Licensee's breach of this Agreement.

Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SDK OR THE USE OR INABILITY TO USE THE SDK, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that state for disputes arising out of this Agreement.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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