Signiant SDK License Agreement

Effective August 1, 2022

Signiant, Inc. ("Signiant") makes software development kits (each, the "SDK") available to customers of its technology platform and certain of its software products and services (collectively, as applicable to a particular customer, the "Signiant Services"). The term "SDK" as used in this Agreement includes all components of the SDK and associated materials made available by Signiant from time to time with the SDK, including documentation, sample code, APIs, and other materials, as applicable.

Signiant is willing to license the SDK to the individual, company or other legal entity that will be using the SDK ("you," "your") on the condition that you accept and adhere to all of the terms of this Software Development Kit License Agreement (this "Agreement"). This Agreement is a legal and enforceable contract between you and Signiant. Before you use the SDK, you must indicate your acceptance of this Agreement. By using the SDK, or upon your submission of or agreement in writing (including by the act of clicking "accept" or "agree" or similar online button) associated with this Agreement, you represent that you have read, understand and agree to all of the provisions of this Agreement.

If you use the SDK on behalf of an organization, then you agree to this Agreement on behalf of that organization, and you represent to Signiant that you have the authority to do so.

License Grant. Subject to your compliance with the terms and conditions of this Agreement, Signiant grants to you a non-exclusive, non-transferable, non-sublicensable license to use the SDK in accordance with any documentation included therein to develop, for your internal business use only, applications ("Developed Applications") that interact with, enhance, or make application programming calls to the Signiant Services for which you are a current customer in good standing.
License Restrictions. You must not attempt to unlock or bypass any initialization system or other system designed to control access to or use of the SDK. Without Signiant's prior written consent, you must not, and you must not allow others to: (a) use, copy, modify, rent, lease, sublease, sublicense, or transfer the SDK except as expressly permitted in this Agreement; (b) create derivative works based on the SDK except as expressly permitted in this Agreement; (c) reverse engineer, disassemble, or decompile the SDK, except as and only to the extent permitted by, and subject to strict compliance with, applicable law; (d) use the SDK or the Developed Applications in connection with any service bureau, facility management, timeshare, service provider or similar activity whereby you operate or use the SDK or the Developed Applications for the benefit of a third party or any other use other than in support of your permitted use of the Signiant Services (provided, however, that where your permitted use of Signiant Services includes use of such Signiant Services by third parties, such as your customers or collaborators, you may use the Developed Applications consistent with such permitted use of Signiant Services); or (e) sell, rent, make publicly available, transfer or otherwise distribute the Developed Applications to any third party. If you wish to do any of the foregoing, please contact your Signiant representative to discuss entering into a technology partner agreement with Signiant.
Ownership. The SDK is the exclusive property of Signiant and its licensors and is protected by intellectual property laws worldwide. Signiant and its licensors retain all rights, title and interest in and to the SDK, including all copies, improvements, enhancements, modifications and derivative works of the SDK. Your right to use the SDK is limited to those expressly granted in this Agreement. All rights not expressly granted to you are retained by Signiant and its licensors. You own the Developed Applications, subject to Signiant's and its licensors' rights in the SDK, and subject to the use restrictions set forth in this Agreement.
Third Party Software. The SDK may contain or be accompanied by software owned by third parties that are available under open source or free software licenses. This Agreement does not alter any rights or obligations you may have under those open source or free software licenses, which licenses shall take precedence over this Agreement as to, and solely as to, the applicable third-party software.
Open Source Code. Your license rights under this Agreement are conditioned on your not creating derivative works based on the SDK in any manner that could cause the SDK, in whole or in part, to become subject to the terms of any license that purports to require disclosure to the public or to any third party of any source materials of the SDK or modifications thereof, or of any application or other technology with which the SDK or derivatives thereof is intended to operate, or that purports to create any obligation to distribute any portions of any application or technology with which the SDK or derivatives thereof is intended to operate.
Term and Termination. This Agreement will continue for as long as you are in compliance with its terms and are a customer in good standing of the applicable Signiant Services. This Agreement will automatically terminate (a) upon your breach of this Agreement and (b) when you cease to be a customer in good standing of the applicable Signiant Services. You may terminate this Agreement at any time by notifying Signiant. Upon any termination of this Agreement, you must immediately stop using and destroy all copies of the SDK in your possession or control. The provisions of Sections 3 through and including 12 will survive termination of this Agreement.
No Support or Maintenance. Signiant is under no obligation to provide support or maintenance for the SDK.
No Warranty. THE SDK IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW SIGNIANT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE OF THE SDK IS AT YOUR SOLE RISK, AND SIGNIANT SHALL HAVE NO LIABILITY WHATSOEVER RELATING TO DEVELOPED APPLICATIONS.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIGNIANT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (INCLUDING SUCCESSORS AND ASSIGNS) OR ANY SIGNIANT LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SDK, OR YOUR DEVELOPMENT AND ANY USE OF DEVELOPED APPLICATIONS, EVEN IF SIGNIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify, defend and hold Signiant and its affiliates, directors, officers, employees and agents (including successors and assigns) harmless against any claim, suit, proceeding or other action arising out of or relating to your use of the SDK.
Export Regulation. You acknowledge that the SDK is subject to the import and export laws of the United States and the laws of any country where the SDK is imported or re-exported. You agree to comply with all applicable laws and will not to export the SDK or any component thereof or access thereto in contravention of this Agreement or any applicable law or to any prohibited country, entity, or person for which a United States export license or other United States governmental approval is required.
General. You and Signiant are independent contractors and neither this Agreement, nor any performance hereunder will create an employer-employee relationship between you and Signiant or make either party an agent of the other. You may not assign, delegate, sublicense or otherwise transfer your rights or obligations under this Agreement, whether by operation of law or otherwise, without Signiant's prior written consent. A waiver of any requirement hereunder in one instance will not constitute a waiver of such requirement in any other instance. If any provision of this Agreement is deemed illegal or unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. This Agreement and all matters arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A, without regard to its choice of law provisions. The United Nations Convention on Contracts for International Sale of Goods is specifically excluded. All proceedings relating to or arising out of the subject matter hereof will be maintained exclusively in the courts situated in Boston, Massachusetts, U.S.A., and you hereby consent to personal jurisdiction and venue therein and hereby waive any right to object to personal jurisdiction or venue therein. This Agreement is the entire agreement between you and Signiant as to its subject matter and supersedes all other agreements, proposals, representations and other understandings regarding the SDK, whether oral or written. Any notice or other communication under this Agreement must be given in writing and will be deemed to have been delivered and given for all purposes upon verifiable receipt by you at your email address on file at Signiant or by Signiant at legal@signiant.com.