SOFTWARE DEVELOPMENT KIT LICENSE (V1.0) 1. Subject of the Agreement This license agreement (“Agreement”) is between the user (“Licensee”) and smartclip Europe GmbH, Überseeallee 10, 20457 Hamburg, Germany (“Licensor”), which accompanies the Software Development Kit including any modified versions, updates, additions, and copies of the said software (“SDK”). 2. Acceptance 2.1 By accepting this Agreement, the Licensee accepts to be bound by all the terms and conditions hereof. The Licensee understands and agrees that the force of this License Agreement is equal to any written negotiated agreement signed by the Licensee and that its use of the SDK constitutes acceptance of the terms of this Agreement. 2.2 If the Licensee is agreeing to be bound by this Agreement on behalf of another party such as his/her employee or other entity, the Licensee represents and warrants that he/she has full legal authority to bind the other party to this Agreement. 3. Definitions Authorized Third Parties refer to any third party that the Licensee engages to use the SDK on his behalf. Documentation refers to any related explanatory materials and information accompanying the SDK. GNU refers to GNU's Not Unix. OSS Components refer to certain open source software components that are distributed as “free software”, “open source software” or under a similar licensing or distribution model (including but not limited to the GNU General Public License (GPL) and GNU Lesser General Public License (LGPL)). Proprietary Rights refer to rights granted by copyright and patent law, international treaty provisions and relevant laws of the country that apply to the items contained in the SDK. Sample Code refers to software code that Licensor has included for the Licensee to incorporate into the application programs. Software Development Kit refers to all API Information, Documentation, Source Code, Object Code, Sample Code, Tools, and related items that are part of the licensed software. Products refer to products and services offered by Licensor and any other products and services the SDK can be sued for. Tools refer to programs and utilities that may be included for the Licensee for test and compilation purposes. 4. SDK License 4.1 In accordance with the restrictions described herein, Licensor grants to the Licensee a nonexclusive, nontransferable, non-sublicensable (unless otherwise explicitly set out herein), worldwide, royalty-free license to use the SDK as set out herein. The Licensee may not use the SDK for any purpose not expressly permitted herein. Therefore, the Licensee may not copy (except for backup purposes), modify, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any portion of the SDK. 4.2 Licensee may sublicence the SDK to its employees or other Authorized Third Parties. Licensee shall be aware and agrees that this royalty-free license can be used only for the purpose of development of application programs designed to function with Products. The Licensee may use the SDK solely for its own business purposes. 4.3 If the Licensee is granted the right to decompile software by applicable law in order to obtain relevant information to render the SDK interoperable with other software, the Licensee shall first address a writing request to Licensor, which will provide the Licensee with the necessary information. These requests should be directed to the address provided in the SDK. 4.4 The Licensee may not use Licensor's name, logo or trademarks to market Licensee’s products. The Licensee may not assign the rights or obligations granted to Licensee under this Agreement without the prior written consent of Licensor, or it shall be void and of no effect. 4.5 Except for the OSS Components, the items and Proprietary Rights contained in the SDK (“SDK-IP”) are the property of Licensor and are protected by copyright and patent law, international treaty provisions and any other applicable laws of the country in which it is being used. This Agreement confers any rights in the SDK-IP only to the extent as explicitly set out herein. The Licensee agrees to respect and protect the SDK-IP while using the the SDK under this Agreement. 4.6 The Licensee agrees that the form and the nature of the SDK may change in the future without prior notice, and that Licensor may stop, permanently or not, providing the SDK, or items contained in the SDK. 4.7 The Licensee guarantees to comply with any applicable law, regulation or generally accepted practices or guidelines. 5. OSS Components Licensee acknowledges that the SDK contains certain OSS Components that require, as a condition of use, modification and/or distribution of such OSS Components that the OSS Components themselves or any other software incorporated into, derived from or distributed with such OSS Components (a) be disclosed or distributed in source code form, (b) be licensed for the purpose of making derivative works, or (c) be redistributable at no charge, including, without limitation, any software licensed under license terms accepted as “Open Source License” by the Open Source Initiative (OSI). The Licensee guarantees that it will comply with the open source software license terms applicable to the OSS Components. 6. Privacy and Information For innovation and improvement purposes, Licensor may collect statistics from the SDK including but not limited to: version number of the SDK, unique identifier, associated IP address, information on how and what tools or services in the SDK are being used. 7. Termination This Agreement is effective upon acceptance until terminated. Licensor has the right to terminate this Agreement immediately, without cause, if the Licensee breaches any of the terms contained herein. Upon any such termination the Licensee will cease any use and distribution of the SDK and remove, return or destroy all full and partial copies of the items in the SDK. This action shall be documented with a written confirmation addressed to the Licensor. 8. Limitation of liability 8.1 Licensor is only fully liable in the event of intent and gross negligence on the part of its legal representatives and/or vicarious agents as well as in the event of the absence of characteristics for which Licensor has assumed a guarantee. In the event of negligence, Licensor shall only be liable if it breaches an obligation, which is essential for achieving the purpose of this Agreement (cardinal obligation) - and only to the extent of the foreseeable damage typical of this Agreement. In this case, Licensor shall also not be liable for indirect damages, consequential damages and/or loss of profit. Any further liability is excluded. The limitations of liability in this Section 8.1 shall also apply in favor of representatives, employees and third parties acting on behalf of Licensor. 8.2 The limitations of liability set forth in the preceding Section 8.1 shall not apply to liability for personal injury (injury to life, body, health), fraudulently concealed deficiencies and liability based on mandatory statutory provisions. 9. Indemnification To the fullest extent permitted by law, the Licensee agrees to indemnify, hold harmless, and defend Licensor from and against any and all claims, actions or lawsuits, including attorneys' fees, that arise or result from the use and distribution of the SDK, or any application the Licensor develops on the SDK that infringes 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, and any non-compliance by the Licensee with this Agreement. 10. Law and jurisdiction 10.1 This Agreement will be governed by and construed in accordance with the laws of Germany excluding its conflict of law principles. Exclusive place of jurisdiction will be Hamburg, Germany (if legally feasible). 10.2 This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 11. Miscellaneous 11.1 Except as explicitly set out herein, the conclusion of this Agreement, subsequent amendments and supplements as well as any notice of termination, reminder, settings of deadlines and other declarations of intent in connection with this Agreement shall always be in writing. This also applies for a waiver of the written form. Instead of the written form electronic form (Section 126a German Civil Code, BGB) or text form (Section 126b BGB) shall suffice. Verbal ancillary agreements are forbidden and will not be made. Section 127 par. 2 BGB shall not apply in all other respects. 11.2 If any term herein is invalid or ineffective, this shall not affect the validity of the remaining terms of this Agreement. The invalid or ineffective term shall be replaced by a term that most closely and reasonably reflects the intended purpose of this Agreement. The term above applies equally in case of any gap and as regards the interpretation herein.