Browzwear Software Development Kit (SDK) License Agreement
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
This Software Development Kit License Agreement (“Agreement”) is a legal agreement between Browzwear Solutions Pte Ltd (“Browzwear”) and you, either as an individual or a duly authorized representative of a business entity, organization, or agency, (hereafter referred to as “Licensee”), the subject matter of which is Browzwear’s Software Development Kit, which includes certain computer software (together with any updates or upgrades provided to Licensee by Browzwear) and associated media, documentation and printed materials (collectively referred to herein as “SDK”). By downloading, installing, copying or otherwise using the SDK, Licensee agrees to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install, copy or use the SDK ;-
1. GRANT OF LICENSE
Browzwear grants to Licensee a personal, internal, limited, non-transferable, non-exclusive right (which shall be revocable pursuant to the terms of this Agreement) to install and use one copy of the SDK on a single computer (and one back-up copy for archival purposes) solely for the following purposes: (a) Licensee may use the SDK for the development of a Plug In (“Licensee Plug In”) which shall enable the interface between Licenee's software and Browzwear’s proprietary software. (b) Licensee may modify the sample code located in the SDK’s “samples” directories in source code format (“Sample Code”), solely to compile such Sample Code and incorporate the compiled Sample Code into a Licensee Plug In; (c) Licensee may sell, license, distribute and sublicense any and all Licensee Plug In that incorporate compiled elements of the SDK (the "Purpose").
2. RESTRICTIONS AND LIMITATIONS
2.1 Licensee shall not use and shall not authorize or otherwise permit any third parties, including Licensee's customers, to use the SDK or any part thereof for any purpose other than the Purpose or as otherwise agreed in writing between the parties.2.2 Except as expressly stated herein, Licensee may not modify, adapt, reverse engineer, decompile, disassemble, rent, lease, transfer, sublicense, sell, assign or distribute the SDK or any part thereof.
2.4 Licensee acknowledges that nothing under this Agreement, either express or implied, grants to Licensee any rights in any other Browzwear’s software and any license rights in such products must be obtained under a separate agreement with Browzwear.
2.5 Browzwear reserves all rights, title and interests of any kind that are not expressly granted to Licensee in this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
Browzwear retains title to and all ownership interests in all proprietary rights, including without limitation copyrights, trademark rights and service rights, patent rights, trade secret rights, and all other intellectual and industrial property rights throughout the world (“IPR”), with respect to the SDK and all copies or portions thereof, whether or not incorporated into or used in connection with any other products, including without limitation software or documentation materials. Licensee acknowledges that the SDK is licensed and not sold under this Agreement, that nothing in this Agreement shall constitute or be construed to constitute a sale of the SDK or any portion or copy thereof and that no title to or ownership interest in any rights, including without limitation IPR, with respect to the SDK or any components thereof is transferred to Licensee. Licensee acknowledges that the Sample Code (both in source code format and compiled) constitutes confidential information and a trade secret of Browzwear.
4. TERMINATION
4.1 Licensee may terminate this Agreement at any time by providing written notice to Browzwear. Browzwear has the right to terminate this Agreement if the Licensee materially breaches any obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within fourteen (14) days after receipt of written notice from Browzwear. Browzwear has the right to terminate this Agreement, immediately upon notice, if Licensee ceases to conduct business in the normal course, is declared insolvent, makes a general assignment for the benefit of creditors, or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it.
4.2 Upon termination of this Agreement, all rights to use the SDK shall cease, and Licensee shall immediately (i) cease all use of the SDK and all parts thereof; (ii) cease distribution of Licensee Plug In that includes any portion of the SDK; and (iii) return or destroy the SDK and related materials provided to Licensee in Licensee’s possession or control.
4.3 The following sections shall survive termination of this Agreement: 3 (Intellectual Property Rights); 4 (Termination); 5 (Disclaimer of Warranty); 6 (Limitations of Liability); 7 (Indemnification); and 8 (General).
5. DISCLAIMER OF WARRANTY
THE SDK IS PROVIDED “AS IS.” BROWZWEAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT OR RELATING TO THE SDK OR THIS AGREEMENT AND HEREBY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IF DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE SDK WAS OBTAINED BY LICENSEE.
6. LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL BROWZWEAR, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE, ITS AFFILIATES OR CUSTOMERS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHAT-SOEVER, INCLUDING WITHOUT LIMITATION DAMAGES CLAIMED FOR LOSS OF INCOME, PROFITS OR REVENUE, BUSINESS OPPOR-TUNITIES OR GOODWILL, LOSS OF DATA, INFORMATION, PRIVACY, SECURITY OR CONFIDENTIALITY, INABILITY TO ACCESS OR UNAUTHORIZED ACCESS TO DATA, INFORMATION, PREMISES OR PROCESSES, OR OTHER PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ITS TERMINATION, THE AUTHORIZED OR UNAUTHORIZED USE OF OR INABILITY TO USE THE SDK OR LICENSEE PLUG IN INCORPORATING PORTIONS THEREOF, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE AND IRRESPEC-TIVE OF WHETHER SECUGEN HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL BROWZWEAR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SUBJECT MATTER HEREOF EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
7. INDEMNIFICATION
Licensee shall defend, indemnify and hold harmless Browzwear, its officers, directors and employees, from and against any claims, suits, proceedings or threats thereof and any losses, damages, fines, expenses (including but not limited to attorneys’ fees and costs), judgments, awards, or other liabilities or damages (a) arising out of or relating to any claims that Licensee’s use or distribution of the SDK or Sample Code in conjunction with any Licensee Plug In infringes, violates or misappropriates any IPR of any third party, or (b) resulting from any breach of this Agreement by Licensee.
8. GENERAL
8.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Licensee hereby submits to the sole and exclusive jurisdiction of the competent courts in, and waives any venue objections against, the Republic of Singapore in regard to all disputes and litigation arising under or relating to this Agreement.
8.4 Modification. This Agreement may not be modified except in a writing duly signed by an authorized representative of Browzwear and Licensee.
8.5 No Assignment. Licensee’s rights and obligations under this Agreement shall not be assignable, delegable, sub-licensable or otherwise transferable, whether voluntarily, by operation of law or otherwise, without Browzwear’s prior written approval. Browzwear may freely assign this Agreement and/or its rights and obligations hereunder.
8.6 Severability. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and shall remain in full force and effect.
8.7 Notices. Any notices shall be in writing and in the English language and will be deemed to have been given if delivered personally or mailed by registered air mail postage prepaid to the respective addresses of each party.
8.8 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement and merges and supersedes all prior and contemporaneous agreements and understandings between the parties, whether oral or written, with respect to the subject matter of this Agreement.
Browzwear Solutions Pte Ltd 30 Purvis Street 02-02 Singapore 188607