This AppMonet SDK License Agreement (“Agreement”) between you and the company or entity that you represent (“You” or “Your”) and Monet Engine Inc’s products. By downloading, accessing or using the Software Development Kit (SDK), You hereby agree to the terms of this Agreement. If You do not agree to all of the terms of this Agreement, do not download, access, or use the SDK.
Subject to Your compliance with this Agreement, AppMonet hereby grants You a limited, worldwide, personal, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to use the SDK solely for the purpose of using the AppMonet Marketplace service and the AppMonet ad serving program (collectively, “Services”).
Except as expressly permitted by AppMonet, You shall not directly or indirectly (or assist or allow a third party to) (i) distribute, sell, sublicense, rent, loan, lease, or transfer the SDK to any third party, (ii) use the SDK to create or facilitate the creation of any product or service that is competitive with the Service or AppMonet, including connecting to any other supply side platform or to any third party ad server using the SDK, or (iii) combine the SDK with other software such that You restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK. Further, if AppMonet makes available and You use the SDK in compiled form, You shall not copy (except for backup purposes), decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of the SDK (including the runtime components and any other portions thereof).
As between the parties, title, ownership, and all intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain with AppMonet and its suppliers or licensors. You may not assign or transfer Your rights or obligations granted under this Agreement to any third party without the prior written consent of AppMonet. AppMonet may collect and use comments, feedback, suggestions, and other information provided by You, if any, related to the SDK, and AppMonet may use this information to improve, develop, and otherwise provide applications, services and technologies without any obligation to You. AppMonet may modify or discontinue offering the SDK at any time. The SDK is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement gives You a right to use any of AppMonet and its affiliates’ trade names, trademarks, service marks, logos, or other distinctive brand features and other intellectual property. AppMonet reserves all rights in the SDK not expressly licensed above.
4. Updates and Support.
If AppMonet makes available any upgrades, patches, enhancements, or fixes for the SDK (“Updates”), such Updates will become part of the SDK and subject to this Agreement. AppMonet shall have no obligation to provide any Updates or any other support to You for the SDK. AppMonet may make such support services available to You under a separate agreement and/or for a fee. AppMonet may permanently or temporarily stop providing the SDK, features within the SDK, or support for the SDK at AppMonet’s sole discretion, without prior notice.
5. Warranty and Disclaimer; Indemnity.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. Limitation of Liability.
UNDER NO CIRCUMSTANCES (AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL AppMonet, ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF FORESEEABLE, INCLUDING COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ARISING OUT OF OR RELATING TO USE OF THE IMPRESSION DATA. NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF: (A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY; (B) FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION); OR (C) ANY LIABILITY WHICH MAY NOT OTHERWISE BE LAWFULLY EXCLUDED OR LIMITED.
7. Export Controls.
You shall not distribute or export the SDK outside the United States in a manner that is prohibited by applicable export laws, restrictions, and regulations. You represent and warrant that You (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) are not identified as a “Specially Designated National;” by the Office of Foreign Assets Control; (iii) are not placed on the U.S. Commerce Department’s Denied Persons List; and (iv) will not access or use any Program if any applicable laws in Your country prohibit You from doing so in accordance with this Agreement.