SDK Lisence Agreement

C0NTACT INC.

​Last updated on: February 26, 2020

 

SALES OR LICENSES MADE BY CONTACT, INC. AND ITS AFFILIATES (COLLECTIVELY, "CONTACT") TO YOU ("YOU" and “YOUR”) FOR THIS SOFTWARE DEVELOPMENT KIT (“SDK”) AND DOCUMENTATION ("DOCUMENTATION") ARE EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THIS SDK LICENSE AGREEMENT ("AGREEMENT"). THIS AGREEMENT AND ANY SUPPLEMENTAL TERMS PROVIDED BY CONTACT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN CONTACT AND YOU FOR THE USE OF THE SDK AND DOCUMENTATION AND SUPERSEDE ALL PREVIOUS NEGOTIATIONS, DISCUSSIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. UPON YOUR USE, REPRODUCTION, INSTALLATION, MODIFICATION OR DISTRIBUTION OF THE SDK OR DOCUMENTATION, IN WHOLE OR PART, (ANY OF WHICH CONSTITUTE THE EFFECTIVE DATE OF THIS AGREEMENT), YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

The SDK and Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SDK and Documentation are licensed (not sold), and their use is subject to the terms of this Agreement.

 

Recitals

 

  • C0NTACT has developed services for the creation, distribution, sales, and trading of digital assets (such services, as it may be later expanded or modified, are the “Service” or “Services”). C0NTACT has also developed an SDK, consisting of certain software tools, APIs and related Documentation, as more fully described in Exhibit A.

  • C0NTACT is making versions of the SDK available to developers that desire to develop applications that operate on or in connection with the Services.

  • You desire to obtain one or more copies or versions of the SDK for internal development or commercial product development purposes and C0NTACT is willing to make such versions of the SDK available to You, subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows: 

1. License

1.1 SDK License

 

Subject to Your compliance with the terms and conditions of this Agreement, C0NTACT hereby grants You a personal, perpetual, nonexclusive license to use and reproduce the SDK for installation on Your owned development stations, for use by Your employees and contractors, solely for the purposes of developing and testing applications that operate on or in connection with the Services (“Your Applications”). The SDK contains certain open source software and is licensed pursuant to the applicable open source licenses specified in the documentation and is provided WITHOUT ANY WARRANTY. You can modify and distribute the open source software in accordance with the terms of the specified licenses.

1.2 Restrictions

 

You have no right to use or reproduce the SDK except as expressly set forth in Section 1.a. You acknowledge and agree that portions of the SDK, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of C0NTACT and its licensors. Except to the extent the following prohibitions may be prohibited by local law, You may not: (a) modify, adapt, decompile, disassemble, or reverse engineer the Services or SDK; (b) allow any third party to use or have access to the Services, SDK or Documentation, except for an outsourced service provider who agrees to be bound by this Agreement; (c) make the Services, SDK or Documentation available over the Internet or similar networking technology; (d) use, evaluate or view the Services, SDK or Documentation for purpose of designing, modifying, or otherwise creating any software program, or any portion thereof, which performs functions similar to the functions performed by the Services or SDK; or (e) sublicense the Services, SDK or Documentation to any third party. You will not use the Services or SDK to perform comparisons or other “benchmarking” activities against products that are competitive with the Services or SDK.

 

1.3 Limited Rights

 

C0NTACT and its licensors reserve all rights and licenses in and to the Services, SDK and Documentation not expressly granted to You under this Agreement.

 

2. Conditions

 

2.1 Ownership

 

You acknowledge and agree that, as between the parties, C0NTACT owns all right, title, and interest in and to the Services and SDK, including all worldwide patent rights, copyrights, trade secrets, and any other intellectual property rights therein. You will reproduce all of C0NTACT and its licensor’s copyright notices and any other proprietary rights notices on all copies of the SDK that You make hereunder.

 

2.2 Feedback

 

You acknowledge that C0NTACT desires to obtain comments, suggestions and feedback with respect to the operation, performance and reliability of the SDK, including suggestions for improvement (collectively, “Feedback”). You agree to provide C0NTACT with Feedback regarding the SDK, and any other information reasonably requested by C0NTACT. You agree that such Feedback will be the sole and exclusive property of C0NTACT and You hereby irrevocably assign to C0NTACT and agree to assign to C0NTACT all rights, title, and interest in and to all Feedback, including all intellectual property rights therein.

 

3. Confidential Information

                                                                

3.1 Definition

 

“Confidential Information” means: (a) the SDK and all technical information relating thereto; and (b) any business or technical information of C0NTACT, including, but not limited to, any information relating to C0NTACT’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

3.2 Restrictions

 

You will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement. You will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that You ordinarily use with respect to Your own confidential information of similar importance. You may disclose Confidential Information only to those of Your employees and contractors who need to know such Confidential Information for the exercise of Your rights under this Agreement; provided, that each such employee and contractor first is bound by a written agreement that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

3.3 Exclusions

 

The obligations in Section 3.2. will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by You; (b) is rightfully known by You at the time of disclosure without an obligation of confidentiality; (c) is independently developed by You without access to or use of any Confidential Information; or (d) is rightfully obtained by You from a third party without restriction on use or disclosure.

3.4 Publicity

 

You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions or the relationship of the parties without C0NTACT’s express prior written approval, which approval C0NTACT may grant or withhold at its sole discretion.

4. Warranty Disclaimer

The SDK is provided “AS IS,” WITHOUT WARRANTY OF ANY KIND. C0NTACT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

5. Technical Support

C0NTACT will provide You with technical support for the SDK. Such support services will be limited to answering technical questions regarding software application programming interfaces, including the SDK, via telephone or electronic mail. C0NTACT will make such technical support available during the hours of 9:00AM to 5:00 PM (Pacific Time) Monday through Friday (except holidays). Support services requested by email will be responded with two (2) business days of receipt. When possible You will funnel support service requests through a limited number of Your personnel.

6. Indemnity

You will indemnify, hold harmless, and defend C0NTACT from and against any and all claims, liabilities, damages, losses, costs and expenses (including but not limited to reasonable attorneys fees) arising out of or resulting from the use, marketing, licensing, distribution or sale of any of Your Applications including any claims alleging that a Your Application infringes or misappropriates the intellectual property rights of a third party. C0NTACT will (i) promptly notify You of the claim; (ii) provide You with all reasonable information and assistance, at Your expense, to defend or settle such a claim; and (iii) grant You authority and control of the defense and settlement of the claim.

7. Limitation of Liability

7.1 Exclusion of Damages

 

IN NO EVENT WILL C0NTACT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, USE, PROFITS, DATA OR GOODWILL, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SDK, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT C0NTACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.2 Total Liability

 

C0NTACT’S TOTAL LIABILITY TO LICENSEE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS PAID BY YOU TO C0NTACT PURSUANT TO THIS AGREEMENT. IF C0NTACT HAS MADE THE SDK AVAILABLE TO YOU WITHOUT CHARGE, C0NTACT’S TOTAL LIABILITY WILL BE LIMITED TO $500.

8. Term and Termination

8.1 Termination

 

Each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.

8.2 Effect of Termination

 

Upon any termination of this Agreement: (a) the rights and licenses granted to You under this Agreement will automatically terminate; and (b) You will return to C0NTACT or destroy all copies of the SDK, Documentation and any other Confidential Information in Your possession or control at C0NTACT’s request.

8.3 Survival

 

The applicable provisions of Sections 2, 3, 4, 5, 6, 7 and 8 will survive any termination or expiration of this Agreement.

9. General

9.1 Assignment

 

You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of C0NTACT. Any attempted assignment without such consent will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

9.2 Governing Law

 

This Agreement will be governed by and construed in accordance with the laws of the state of California (excluding its body of law controlling conflict of laws). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Southern District of California and the parties hereby consent to the personal jurisdiction and venue therein.

9.3 Nonexclusive Remedy 

 

Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

9.4 Severability

 

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.5 Waiver

 

The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

9.6 Notices

 

Any waiver, modification, amendment of any provision or notices required or permitted under this Agreement will be in writing and signed by duly authorized representatives of each party, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

9.7 Entire Agreement

 

This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

9.8 Counterparts

 

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.9 Export Law

 

You agree to comply fully with all U.S. export laws and regulations to ensure that the SDK, Documentation nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

EXHIBIT A - SDK

1. Metropolis Node.js SDK provides game developer tools to facilitate digital asset generation and user ownership association. This includes:


    1.1. User authentication
    1.2. Digital asset storage, retrieval, and modification
    1.3. Game ownership validation
    1.4. Game session creation
    1.5. Game service to primary marketplace integration
    1.6. Digital asset creation and minting
    1.7. User inventory management

 

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