LICENSE.md

SDK LICENSE AGREEMENT

1. “Company” means the entity, individual or organization using the Gladly SDK (as defined below).
2. “Gladly” means Gladly Software, Inc., a Delaware corporation with an office at One Montgomery Tower, One Montgomery Street, Suite 900, San Francisco, CA 94104
3. “Gladly SDK”: means the Sidekick iOS SDK, and any updates or modifications of the same delivered to Company by Gladly from time to time during the term of this Agreement and further including any documentation provided together with the Gladly SDK (“Documentation”).
4. “Application” shall mean a Company application developed by Company using the Gladly SDK to interface with Gladly’s proprietary solution.
5. License. During the term of this SDK License Agreement, Gladly grants Company the right to use the Gladly SDK listed above in the manner prescribed by Gladly in writing to develop Applications that are compatible with Gladly products (the “Gladly Solution”).
6. Requirements for Applications. Applications must comply with all applicable criminal, civil and statutory laws and regulations, including those in any jurisdictions in which the Applications may be offered or made available. Company and the Application must comply with all applicable privacy and data collection laws and regulations with respect to any collection, use or disclosure of user or device data and Company shall indemnify and hold Gladly harmless for any violations thereof. Applications may not be designed or marketed for the purpose of harassing, abusing, spamming, stalking, threatening or otherwise violating the legal rights of others. pplications must not disable, override or otherwise interfere with any Gladly implemented system alerts, warnings, display panels, consent panels and the like.
7. Restrictions. Except as otherwise expressly permitted under this Agreement, Company shall not (and shall not authorize or permit any third party to): (a) copy or use the Gladly SDK or any portion thereof; (b) use the Gladly SDK on unauthorized equipment or products; (c) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Gladly SDK to human-readable form, except and only to the extent any foregoing restriction is prohibited by applicable law; (d) use the Gladly SDK in anyway that is unlawful or in violation of any laws; (e) distribute, sell, license or otherwise provide the Gladly SDK to third parties; (f) alter or remove any proprietary notices or legends contained on or in the Gladly SDK. Except for the license expressly granted by Gladly under this SDK License Agreement, and Gladly reserves all right, title and interests in and to the Gladly SDK and any derivative works derived therefrom, and all intellectual property rights therein excluding the Application.
8. Indemnification. Company shall defend Gladly (including payment of attorneys fees, expert fees and court costs) from any third party claims resulting from any claim resulting from the Application provided that Gladly: (a) gives Company prompt written notice of any claim; (b) permits Company to control and direct the defense or settlement of any claim; and (c) provides Company all reasonable assistance in connection with the defense or settlement of any claim
9. Confidential Information. Company may receive from Gladly confidential information relating to Gladly. The information shall belong solely to Gladly and includes, but is not limited to technical, business, marketing and financial information, and any data not previously known that could reasonably be considered confidential or proprietary (“Confidential Information”). Confidential Information does not include information: (a) already known to Company prior to disclosure by Gladly; (b) publicly available without fault of Company; (c) rightfully obtained by Company from a third party without restriction; or (d) approved for release by Gladly. Company shall: (y) not use (except as expressly authorized by this SDK License Agreement) or disclose Confidential Information without the prior written consent of Gladly; and (z) take all reasonable measures to maintain the Confidential Information in confidence. Company may disclose Confidential Information to the extent required by law, provided that Company gives Gladly reasonable advance notice.
10. DISCLAIMER; LIMITATION OF LIABILITY. To the maximum extent permitted by law, the Gladly SDK and any materials or services provided by Gladly are provided without warranties of any kind, either express or implied. In no event shall Gladly be liable for consequential, exemplary, punitive, incidental, indirect or special damages whether or not the party has been advised of the possibility of damages or costs; and (b) in no event will the aggregate liability of Gladly exceed one hundred dollars ($100), whether any remedy set forth herein fails of its essential purpose or otherwise.
11. Term; Termination; Survival. The Term of this Agreement will commence on the Effective Date and will run until terminated. Either party may terminate this Agreement with or without cause upon ten (10) days prior written notice to the other party. Sections 7, 8, 9, 10 and 12 shall survive any termination or expiration of this Agreement.
12. General. Except as expressly agreed to in writing, each party shall bear its own costs and expenses in performing any and all activities contemplated by this Agreement. This Agreement is non-exclusive. Neither this Agreement, nor any rights, licenses or obligations hereunder, may be assigned by Company without the prior written consent of Gladly. Any attempted assignment in violation of this Agreement shall be void and without effect. Should any term of this SDK License Agreement be declared void or unenforceable, that provision shall modified, limited or eliminated to the minimum extent necessary and the remaining terms shall continue in full force and effect. The failure of Gladly to take action in the event of any breach shall not be a waiver by Gladly as to subsequent breaches. This SDK License Agreement shall be governed by the laws of the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within San Francisco, California shall have exclusive jurisdiction to adjudicate any dispute arising out of this SDK License Agreement. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this SDK License Agreement nor to any dispute or transaction arising out of this SDK License Agreement. This SDK License Agreement and the Exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained in this SDK License Agreement shall have any force or effect. Any use of the Gladly SDK indicates Company’s acceptance of this SDK License Agreement.