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| 1 | +WittyFeed SDK License Agreement |
| 2 | + |
| 3 | +Vatsana Technologies Pvt. Ltd. |
| 4 | +SDK License Agreement |
| 5 | + |
| 6 | +This SDK License Agreement ("Agreement") is between Vatsana Technologies Pvt. Ltd. ("Vatsana", "WittyFeed", "Engage9") |
| 7 | +and the person or entity accessing, installing or using the licensed software and any associated documentation ("You"). |
| 8 | +The terms also apply to documentation for the application programming interfaces (collectively the "APIs") |
| 9 | +and any software code provided by WittyFeed in conjunction with such documentation. |
| 10 | +The software code, documentation, APIs and other materials made available by WittyFeed are |
| 11 | +collectively referred to in this Agreement as the "SDK". Except as otherwise provided in a previously executed |
| 12 | +and still valid Publisher Agreement between Vatsana Technologies Pvt. Ltd. and You (or a party authorized to bind You), |
| 13 | +this Agreement shall define your rights in the SDK. |
| 14 | + |
| 15 | +BY INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACCEPT THE TERMS OF THIS AGREEMENT. |
| 16 | +IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SDK. |
| 17 | + |
| 18 | +The SDK is made available by WittyFeed to assist developers in integrating certain functionality |
| 19 | +of the WittyFeed content distribution platform (known as the "Widget" or other successor branding) into |
| 20 | +applications. This license applies to any SDK that includes, displays or links to this license, |
| 21 | +and to any updates, supplements or support services for this SDK, unless other terms accompany those items. |
| 22 | +If so, those other terms apply. |
| 23 | + |
| 24 | +1. Grant of License. Subject to the terms and conditions of this Agreement, Vatsana grants |
| 25 | +You a non-exclusive, nontransferable, royalty-free license to: |
| 26 | +a. install and use the SDK in object code form only to develop programs consisting of |
| 27 | +compiled code generated using the SDK, or any part thereof, designed to function with |
| 28 | +Vatsana products ("Developed Programs"); |
| 29 | +b. make a limited number of copies of the documentation to be used by Your employees or consultants |
| 30 | +for development purposes only, and not for general business purposes or for distribution; and |
| 31 | +c. distribute the SDK in object code form only as a component of Developed Programs. |
| 32 | + |
| 33 | +2. Restrictions on Licensed Rights. You must: |
| 34 | +a. distribute such object code under the terms and conditions of an end user license agreement |
| 35 | +(which agreement must require that a user not reverse engineer, decompile, disassemble or otherwise attempt |
| 36 | +to discover the source code of the SDK, WittyFeed file formats, WittyFeed protocols, and/or any part thereof; and which |
| 37 | +requires end users to indemnify, defend, and hold harmless WittyFeed from any claims, including attorneys" fees, |
| 38 | +related to the distribution or use of Your Developed Programs); |
| 39 | +b. include on each copy all applicable copyright and trademark notices; |
| 40 | +c. be solely responsible to Your customers for any update or support obligation or other liability which may arise |
| 41 | +from such distribution; |
| 42 | +d. not use WittyFeed"s trademarks to market Your Developed Program without written permission of Vatsana, or in a way |
| 43 | +that suggests Your applications come from or are endorsed by WittyFeed, and not make any statements that Your |
| 44 | +Developed Program is "certified," or that its performance is guaranteed by WittyFeed; |
| 45 | +e. remain at all times responsible and liable for the misuse of the SDK by Your employees and consultants; |
| 46 | +f. not Use the SDK to create, develop or use any program, software or service which |
| 47 | +(i) takes away the functionality of WittyFeed products or other Vatsana software; |
| 48 | +(ii) exposes and/or discloses header file information; |
| 49 | +(iii) contains any viruses, Trojan horses, worms, logic bombs, cancel bots or other computer programming |
| 50 | +routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate |
| 51 | +any system, data or personal information; |
| 52 | +(iv) when used in the manner in which it is intended, violates any material |
| 53 | +law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, |
| 54 | +unfair competition, antidiscrimination or false advertising); or |
| 55 | +(v) interferes with the operability of other Vatsana products or third-party programs or software; |
| 56 | +g. not modify, distribute or convey the SDK so that the SDK becomes subject to any license is which requires, |
| 57 | +as a condition of license, use, modification, distribution or conveyance, that |
| 58 | +(i) the code be disclosed or distributed in source code form; |
| 59 | +(ii) others have the right to modify or create derivative works of it; and/or |
| 60 | +(iii) it becomes redistributable at no charge. |
| 61 | +h. not work around any technical limitations in the SDK; |
| 62 | +i. not reverse engineer, decompile or disassemble the SDK, except and only to the extent that |
| 63 | +applicable law expressly permits; and |
| 64 | +j. not publish the SDK for others to copy. |
| 65 | + |
| 66 | +3. Ownership of Intellectual Property. The SDK and any authorized copies that You make are the intellectual |
| 67 | +property of and are owned by Vatsana Technologies Pvt. Ltd. The structure, organization and code of the SDK are the valuable trade |
| 68 | +secrets and confidential information of Vatsana Technologies Pvt. Ltd. The SDK is protected by law, including without limitation the |
| 69 | +copyright laws of the United States and other countries, and by international treaty provisions. You agree to |
| 70 | +protect Vatsana"s copyright and other ownership interests in all items in the SDK. You agree that all copies |
| 71 | +of items in the SDK reproduced for any reason by You will contain the same copyright, trademark, and other |
| 72 | +proprietary notices as in the SDK. Vatsana retains all right, title and ownership throughout the world in the |
| 73 | +intellectual property embodied within the SDK. Except as stated herein, this Agreement does not grant You any |
| 74 | +rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the |
| 75 | +SDK, and all rights not expressly granted are reserved by Vatsana. |
| 76 | + |
| 77 | +4. Support. WittyFeed is not obligated to provide any technical or other support ("Support") for the SDK. |
| 78 | +However, if WittyFeed chooses to provide any Support to You, Your use of such Support will be governed |
| 79 | +by then-current WittyFeed policies. With respect to any technical or other information You provide to |
| 80 | +WittyFeed in connection with any such Support, You agree that Vatsana has an unrestricted right to use |
| 81 | +such information for its business purposes, including for product support and development. |
| 82 | +Vatsana will not use such information in a form that personally identifies You. |
| 83 | + |
| 84 | +5. Upgrades; End of Life. WittyFeed is not obligated to provide any upgrades or future versions of the SDK. |
| 85 | +WittyFeed reserves the right to discontinue offering the SDK or to modify the SDK at any time in its sole discretion. |
| 86 | +If You are dissatisfied with any aspect of the SDK at any time, Your sole and exclusive remedy is to cease using it. |
| 87 | + |
| 88 | +6. EXPORT RESTICTIONS. THE SDK IS SUBJECT TO INDIAN EXPORT LAWS AND REGULATIONS. |
| 89 | +YOU MUST COMPLY WITH ALL INDIAN, AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, |
| 90 | +WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. |
| 91 | + |
| 92 | +7. Term and Termination. This Agreement is effective until terminated. Vatsana has the right to terminate this |
| 93 | +Agreement immediately if You fail to comply with any term of this Agreement. Despite anything contained in this |
| 94 | +Agreement to the contrary, Vatsana may, in its sole discretion, terminate or suspend access to the SDK at any time. |
| 95 | +You acknowledge that termination of your rights and/or monetary damages may not be a sufficient remedy if |
| 96 | +You breach this license and that Vatsana will be entitled, without waiving any other rights or remedies, |
| 97 | +to seek injunctive or equitable relief in the event of a breach. Upon any termination of this Agreement, You must |
| 98 | +(a) destroy or return to Vatsana all full and partial copies of the SDK and |
| 99 | +(b) discontinue distribution of any Developed Programs. Sections 2, 3, 4, 6, 7 and 9-11, |
| 100 | +along with any other provisions that would reasonably be deemed to survive termination, |
| 101 | +shall survive any termination and/or expiration of this Agreement. |
| 102 | + |
| 103 | +8. Modifications Notices. Vatsana may change this Agreement by giving you notice before the change is in force. |
| 104 | +If you do not agree to these changes, then you must cancel and stop using the SDK before the changes are in force. |
| 105 | +If you do not stop using the SDK, then your use of the SDK will continue under the changed contract. |
| 106 | +Vatsana may give notices to You, at Vatsana"s option, by posting on any portion of WittyFeed"s website or the website |
| 107 | +on which the SDK is made available to You or by electronic mail to any e-mail address provided by You to WittyFeed. |
| 108 | + |
| 109 | +9. DISLAIMER OF WARRANTY. The SDK is licensed "as-is." You bear the risk of using it. Vatsana gives no express or |
| 110 | +implied warranties, guarantees or conditions. You may have additional consumer rights under Your local laws which |
| 111 | +this agreement cannot change. To the extent permitted under Your local laws, Vatsana disclaims the implied warranties |
| 112 | +of merchantability, fitness for a particular purpose and non-infringement. |
| 113 | + |
| 114 | +10. Limitation of Liability. IN NO EVENT SHALL VATSANA BE LIABLE TO YOU FOR ANY LOST PROFITS OR INDIRECT, INCIDENTAL, |
| 115 | +CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. VATSANA'S CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE |
| 116 | +LESSER OF (A) THE ACTUAL AMOUNTS PAID BY YOU TO VATSANA FOR THE SDK AND (B) HUNDRED INDIAN RUPEES (INR 100.00). |
| 117 | + |
| 118 | +11. Applicable Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the |
| 119 | +India excluding its conflicts of law principles. Any legal action or proceeding arising under this |
| 120 | +Agreement will be brought exclusively in the state courts located in the Indore, Madhya Pradesh, India |
| 121 | +and the parties hereby irrevocably consent to personal jurisdiction and venue therein. |
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