INNERACTIVE SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE AGREEMENT

BEFORE YOU (“YOU” OR “LICENSEE”) USE THE INNERACTIVE SDK, PLEASE READ ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS INNERACTIVE SDK LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. YOUR USE OF THE INNERACTIVE SDK IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY CLICKING THE “I AGREE” BUTTON OR BY USING ANY PART OF THE INNERACTIVE SDK, YOU AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY) TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH THEN COMMENCES WITH EFFECT AS A LEGAL AGREEMENT BETWEEN YOU AND INNERACTIVE. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD OR USE THE INNERACTIVE SDK.

IMPORTANT NOTE: This license is primarily applicable to several proprietary components, which are not open sourced. If applicable, the Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.

  1. Definitions.

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.

1.2 “Open Source Software” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.

1.3 “Inneractive SDK” includes the documentation, software, both source code and object code, sample applications, emulator, tools, libraries, APIs, data, and materials provided by Inneractive to You for use in connection with Your mobile application, and includes any updates that may be provided by Inneractive.

1.4 “Inneractive Exchange” shall mean a proprietary technology platform developed by Inneractive which enables mobile app developers to sell their app’s ad space inventory to advertisers programmatically.

1.5 “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

  1. License Grant.

2.1 Subject to the terms and conditions of this Agreement, Inneractive hereby grants to You a royalty-free, non-exclusive, non-transferable and worldwide license to use the SDK for the sole purpose of connecting to and using the Inneractive Exchange.

  1. Restrictions.

3.1 Except for the limited license granted to You herein, You agree that all right, title and interest in and to the Inneractive SDK including the concepts and technology inherent in them, Inneractive trademarks, copyrights, patents, trade secrets and other intellectual property rights, are, and at all times shall remain, the sole and exclusive property of Inneractive. Except to the extent permitted under this Agreement or by applicable law, You shall not (i) modify, reverse engineer or disassemble any portion of the Inneractive SDK; (ii) lease, rent, copy, redistribute or sublicense the Inneractive SDK to third party; or (iii) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends included in the Inneractive SDK. You may not use any component part of the Inneractive SDK in any way independent from the Inneractive SDK. You may not load or install any of the Inneractive SDK onto any other devices, except on Your mobile application.

3.2 Inneractive may extend, enhance, or otherwise modify the Inneractive SDK at any time without notice. If updates are made available by Inneractive, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license, in which case the terms of that license will govern. Inneractive is not obligated to provide any maintenance, technical or other support for the Inneractive SDK. You acknowledge that Inneractive has no express or implied obligation to announce or make available any updates to the Inneractive SDK.

  1. Use of the Inneractive SDK.

4.1 Your Application(s) must not (i) breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions; (ii) contain any material, component or code which could damage, destroy, unduly burden or unreasonably affect software, firmware, hardware, data, systems, services, or networks; or (iii) disable, hack or otherwise interfere with any authentication, content protection, digital signing, digital rights management, security or verification mechanisms implemented in or by the Inneractive Certified platform.

4.2 Your mobile application(s) must not breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions or disable, unduly burden or unreasonably interfere with software, firmware, hardware, data, systems, services, or networks.

4.3 You agree that You are solely liable for any breach of your obligations under this Agreement or any applicable laws or regulations, and for the consequences of any such breach.

  1. Open Source Software.

5.1 You hereby acknowledge that the Inneractive SDK may contain Open Source Software. You agree to review any documentation that accompanies the Inneractive SDK in order to determine which portions of the Inneractive SDK are Open Source Software and are licensed under an Open Source Software license. To the extent any such license requires that Inneractive provides You the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.

5.2 You acknowledge that the Open Source Software license is solely between You and the applicable Open Source Software. You shall comply with the terms of all applicable Open Source Software licenses, if any.

  1. DISCLAIMER OF WARRANTY.

6.1 THE INNERACTIVE SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INNERACTIVE DO NOT WARRANT THAT THE USE OF THE INNERACTIVE SDK WILL NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. INNERACTIVE DOES NOT WARRANT THAT THE INNERACTIVE SDK IS ERROR FREE AND MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INNERACTIVE SDK, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO INFORMATION OR ADVICE GIVEN BY INNERACTIVE OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY.

6.2 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INNERACTIVE BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR FOR ANY PECUNIARY DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR GRANT OF LICENSE HEREIN, OR INABILITY TO USE THE INNERACTIVE SDK, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE INNERACTIVE SDK, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF INNERACTIVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Indemnification.

7.1 You agree to indemnify, defend and hold harmless Inneractive, including their Affiliates, from any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Inneractive, as a result of any infringement or alleged infringement of intellectual property rights of a third party caused by or arising out of, resulting from, or related to failure to comply with the terms of this Agreement, including but not limited to (1) the clauses directed to combining the SDK with Open Source Software, (2) unauthorized use or disclosure of SDK, and (3) use of SDK in combination with software, hardware, systems, or other items not provided by Inneractive.

  1. Confidentiality.

8.1 You acknowledge and agree that the Inneractive SDK was developed at considerable time and expense by Inneractive and contains valuable trade secrets and confidential information of Inneractive. Accordingly, You agree to maintain the Inneractive SDK in confidence and except as expressly provided in Section 2, You (i) will not disclose or provide access thereto to any person, or (ii) use the Inneractive SDK for any purpose not expressly authorized hereby, or permit or authorize any other person to do so.

8.2 The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of You. Any combination of trade secrets and information of Inneractive that forms part of the Inneractive SDK shall not be deemed to be public merely because individual parts of the Inneractive SDK are in the public domain, unless the combination itself is in the public domain.

  1. Term and Termination.

9.1 Term. The term of this Agreement shall commence as of your acceptance of the terms of this Agreement or your use of the Inneractive SDK and continue until (a) terminated by either You or Inneractive or (b) termination or expiration of your agreement with Inneractive.

9.2 Termination. You may terminate this Agreement simply by ceasing Your use of the Inneractive SDK. Inneractive may terminate this Agreement (i) at any time for any or no reason upon 14 day’s written notice to you or (ii) immediately upon written notice to You if You have materially breached this Agreement.

9.3 Effect of Termination. Upon termination of this Agreement: (a) all license rights granted in this Agreement will terminate; (b) You shall promptly stop the distribution of the Inneractive SDK and destroy all electronic copies of the Inneractive SDK and/or return the Inneractive SDK to Inneractive. The Sections entitled Restrictions, Use of the Inneractive SDK, Open Source Software, Disclaimer of Warranty, Indemnification, Confidentiality, Term and Termination and General Legal Terms shall survive the expiration or termination of this Agreement for any reason.

  1. General Legal Terms.

10.1 Export Compliance. You are responsible for applying for and obtaining all export and import licenses and/or authorizations related to the Inneractive SDK or Applications, including without limitation all such licenses and authorizations required by any and all governmental bodies and/or regulatory agency.

10.2 Assignment. You may not assign the Agreement, in whole or in part, by operation of law or otherwise, without Inneractive’s prior written consent, and any attempt to do so without such consent shall be void.

10.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to any conflict-of-laws rules. Each Party agrees to submit to the personal and exclusive jurisdiction of the courts of Tel-Aviv, Israel. The parties specifically exclude from application to the Agreement, including theses Terms, the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

10.4 Amendments and No Waiver. This Agreement may be modified without notice. The failure by Inneractive or You to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance or compliance with any of the terms and conditions set forth in this Agreement.

10.5 Entire Agreement. This Agreement contains the entire agreement of You and Inneractive with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between the You and Inneractive concerning this subject matter. If any of the provisions of the Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed replaced by a provision which carries out the original intent and purpose of such provision to the greatest extent lawful and the remaining provisions shall remain in full force and effect.

Last Updated September 29, 2016