Unblu Mobile Software Development Kit License Agreement 

IMPORTANT NOTICE - PLEASE READ AND AGREE BEFORE DOWNLOADING, INSTALLING, COPYING OR USING

This Agreement is between you, or the company or other legal entity that you represent and warrant you have the legal authority to bind, (each, "You" or "Your") and Unblu Inc. and its subsidiaries (collectively, "Unblu") regarding Your use of the Unblu Software Development Kit ("SDK"). By downloading, installing, copying or using the SDK, You agree to be bound by the terms of this Agreement also on behalf of your employer or company you represent. If You do not agree to the terms of this Agreement, or do not have legal authority, do not download, install, copy or use the SDK.
 
1. Definitions
   1.1. "Copyleft Open Source Software" means any software that is subject to a license which requires that (i) it must be distributed in source code form; (ii) it must be licensed under the same open source license terms; and (iii) its derivative works must be licensed under the same open source license terms. Examples of this type of license are the GNU General Public License or the Mozilla Public License.
   1.2. "Derivative Work" means a derivative work, or any modification, adjustment, linked code or alteration of the Source Code.
   1.3. "Executable Code" means computer programming code in binary form suitable for machine execution by a processor 
   1.4. "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry). 
   1.5. "SDK" means software development kit made available to You by Unblu under this Agreement for mobile development. The SDK may include Third Party Software.
   1.6. "Source Code" means the software portion of the SDK provided in a programming language.
   1.7. "Third Party Software" means the files (if any) belonging to a third party and subject to third party license terms, including open Copyleft Open Source licenses. A list of third party software is accessible within a text file distributed together with the SDK.
   1.8. "Your Product" means one or more applications, products or projects developed by or for You using the SDK.
   1.9. "Unblu Platform" means the Unblu services to which the SDK applies, whether accessible on the Unblu Cloud Platform or provided by Unblu as an on-premises license.  

2. Ownership. Title to the SDK and all copies remain with Unblu or its suppliers. The SDK is protected by Intellectual property rights, including without limitation, United States copyright laws and international treaty provisions. You will not remove any copyright or other proprietary notices from the SDK. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically, Unblu does not grant any express or implied right to You under Unblu patents, copyrights, trademarks, or trade secrets.

3. License Grant
   3.1. Subject to the terms and conditions of this Agreement, Unblu grants You a non-exclusive, worldwide, non-assignable, non-sublicensable, limited right and license under Unblu's copyrights, to:
      3.1.1. use the SDK solely for Your personal or business use to develop Your Product, in accordance with the documentation included as part of the SDK;
      3.1.2. reproduce internally a reasonable number of copies of the SDK for Your personal or business use
   3.2. It is your sole responsibility to obtain any application Third Party license. 
   3.3. Unless otherwise authorized by Unblu in writing, you may only distribute the SDK for use with mobile devices

4. License Restrictions
   4.1. Except as expressly provided in this Agreement, You are prohibited from: 
      4.1.1. using the SDK in any way without an express written license agreement or authorized access rights to the Unblu Platform.
      4.1.2. modifying, adapting, or translating the SDK in whole or in part; 
      4.1.3. reversing engineer, or disassembling the SDK, or otherwise attempting to derive the source code for the software;
      4.1.4. sharing, publishing, renting or leasing the SDK to any third party; 
      4.1.5. assigning this Agreement or transfering the SDK; 
      4.1.6. removing, or modifying any notices of Unblu or its suppliers in the SDK; 
   4.2. The SDK shall not be used in High Risk Activities. You indemnify and hold Unblu harmless from any claims from any third party based on your use of the SDK for or in relation to High Risk Activities. 

5. Data Privacy.
If you use the SDK in relation to processing personal information within the meaning of the EU General Data Protection Regulations, the Swiss Data Privacy Laws or other applicable data privacy laws, , you shall comply with all applicable data protection and data privacy laws and regulations. You agree to indemnify and keep Unblu harmless from any claims from any third party, including any government fees, related to your lack of compliance with the obligations under this Section 5.

6. Disclaimer
   6.1. Unblu disclaims all warranties of any kind and the terms and remedies provided in this Agreement are instead of any other warranty or condition, express, implied or statutory, including those regarding merchantability, fitness for any particular purpose, non-infringement or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Unblu does not assume (and does not authorize any person to assume on its behalf) any liability.
   6.2. Unblu may make changes to the SDK, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the SDK under the terms of this Agreement. Unblu offers free community and paid priority support options. 

7. Limitation of Liability
   7.1. UNBLU SHALL NOT BE HELD LIABLE FOR ANY LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE), SUCH AS FOR EXAMPLE: LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR (XI) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS.
   7.2. IN CONSIDERATION OF THE FREE OF CHARGE LICENSE GRANT, UNBLU'S TOTAL CUMULATIVE LIABILITY TO YOU INCLUDING FOR DIRECT DAMAGES FOR CLAIMS RELATING TO THIS AGREEMENT, AND WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, OR FOR ANY OTHER REASON, IS EXCLUDED IN SO FAR AS THIS IS ACCEPTABLE UNDER THE APPLICABLE LAWS. IN THE EVENT THAT THE APPLICABLE LAW DOES NOT ALLOW TO EXCLUDE SUCH LIABILITY, YOU AGREE THAT UNBLU TOTAL, CUMULATIVE LIABILITY WILL NOT EXCEED CHF TWO HUNDRED (200)
   7.3. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY PROVIDED IN THIS SECTION 7 ARE AN ESSENTIAL PART OF THIS AGREEMENT. 

8. Feedback. Should you provide Unblu with comments, modifications, corrections, enhancements or other input ("Feedback") related to the SDK, Unblu will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, intellectual property rights or licensing obligations. If You wish to provide Unblu with information that You intend to be treated as confidential information, Unblu requires that such confidential information be provided pursuant to a non-disclosure agreement ("NDA"); please contact Your Unblu representative to ensure the proper NDA is in place.

9. Confidentiality. Information provided by Unblu to You may include information marked as confidential. You must treat such information as confidential under the terms of the applicable NDA between Unblu and You. If You have not entered into an NDA with Unblu, You must not disclose, distribute or make use of any information marked as confidential, except as expressly authorized in writing by Unblu. Unblu retains all rights in and to its confidential information specifications, designs, engineering details, discoveries, inventions, patents, copyrights, trademarks, trade secrets, and other proprietary rights relating to the SDK. Any breach by You of the confidentiality obligations provided for in this section 9 will cause irreparable injury to Unblu for which money damages may be inadequate to compensate Unblu for losses arising from such a breach. Unblu may obtain equitable relief, including injunctive relief, if You breach or threaten to breach Your confidentiality obligations.

10. Termination This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. Unblu will terminate this Agreement without notice if You are in breach of any of its terms and conditions. Upon termination, You shall promptly destroy the SDK and all copies. 

11. In the event of termination of this Agreement, sections 2, 4, 5, 6, 7, 8, 9, 10 (with respect to these survival provisions in the last sentence), 12,13,14,15 will survive expiration or termination of this Agreement.

12. Export Controls. You acknowledge that the SDK and all related technical information are subject to export controls and you agree to comply with all laws and regulations of the United States and other applicable governments governing export, re-export, import, transfer, distribution, and use of the SDK. 

13. Applicable law and jurisdiction. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of Switzerland. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) will not apply to this Agreement. This Agreement is exclusively subject to the jurisdictions of the courts of Basel, Switzerland.

14. Entire Agreement. This Agreement contains the complete and only agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior understanding or agreements between the parties on the same subject matter. No other terms, whether in a purchase order or other documents apply and any modification shall be signed by an authorized representative of Unblu. 

15. Severability. If any part of this Agreement is made invalid or unenforceable by a court under the applicable law, it shall be interpreted to extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable it can be deleted or modified by the court preserving the remainder of this Agreement which will continue to be valid and enforceable.