Folio SDK License Agreement

Folio SDK License Agreement v2SJG 300922 CLEAN [2354-83702006-61]


This SDK License Agreement (“Agreement”) is a legal agreement between you (“Licensee”) and Folio Limited (“Folio”) for the Folio SDK accompanying this Agreement and any accompanying documentaAon or other materials made available to the Licensee (collecAvely the “Folio SDK”).


By installing, copying, or otherwise using the Folio SDK, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may not install, copy, or otherwise use the Folio SDK. In addiAon, by installing, copying, or otherwise using any updates or other components of the Licensed SoGware that Licensee receives separately as part of the Licensed SoGware (“Updates”), Licensee agrees to be bound by any addiAonal license terms that accompany such Updates, if any. If Licensee does not agree to the addiAonal license terms that accompany such Updates, Licensee may not install, copy, or otherwise use such Updates.

The Folio SDK is protected by copyright laws and internaAonal copyright treaAes, as well as other intellectual property laws and treaAes. The Folio SDK is licensed, not sold.

  1. Your License Rights

    1. Subject to the Licensee’s compliance with this Agreement and payment of any applicable License Fees, Folio grants to the Licensee for the term of this Agreement a limited, non- exclusive, non-transferable, revocable, personal, non-sublicensable license to reproduce and use the Folio SDK to create mobile applicaAons designed to operate with Folio’s services (“Authorised ApplicaKons”). Your use of Folio’s services and the use of Folio’s services by any party hosAng or using your Authorised ApplicaAons is governed by the then current PlaPorm Terms of Service.

    2. Licensee shall have the right to copy or reproduce the Folio SDK, as necessary to create Authorised ApplicaKons. The Licensee may make a reasonable number of copies of the Folio SDK for the purposes of creaAng Authorised ApplicaAons, provided that the Licensee may only reproduce complete copies (including without limitaAon all readme files, copyright noAces and other legal noAces and terms that Folio has included in the Folio SDK). Licensee agrees that the Folio SDK is Folio’s confidenAal informaAon and shall treat and handle confidenAal informaAon in accordance with the confidenAality provisions of this agreement.

    3. Support for Authorised ApplicaKons. Folio shall not be required to maintain or otherwise repair any Authorised ApplicaAons. Any assistance in repairing errors or defects in the Authorised ApplicaAons which may be provided by Folio, in its sole discreAon, shall be subject to the terms of a separate agreement.

  2. License RestricKons

    Except as expressly provided in this Agreement, the Licensee shall not copy, publish, disclose, display, provide, transfer or make available the Folio SDK, or any derivaAves thereof to any third party and shall not sublicense, transfer, or assign the Folio SDK, or its rights under this Agreement to any third party. The Licensee may not (a) reverse engineer, decompile, distribute or disassemble the SDK, except and only to the extent that applicable law expressly permits; or (b) use and/or copy the SDK except to the extent necessary to fulfil the scope set out in the Order Form and to the extent applicable law expressly permits; or (c) publish the Folio SDK for others to copy; or (d) rent, lease or lend the Folio SDK.

  3. Warranty

    The Folio SDK is licensed to Licensee “as is“. To the maximum extent permiZed by applicable law, Folio on behalf of itself and its suppliers expressly disclaims all warranAes, condiAons or other terms, whether express, implied or statutory, including without limitaAon, warranAes, condiAons or other terms regarding saAsfactory qualify, fitness for a parAcular purpose, design, condiAon, capacity, performance, Atle, and non-infringement of any third party patents, copyrights, trade secrets or other intellectual property rights.

  4. LimitaKon of Liability

    1. In no event will Folio or its licensors be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the Folio SDK or otherwise, even if a party been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequenAal damages; (b) loss or corrupAon of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anAcipated sales or savings.

    2. Folio, its affiliates, officers, directors, employees, agents, suppliers and licensors collecAvely, shall have no liability to the Licensee whatsoever, whether based in warranty, contract, tort (including negligence), or otherwise. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law. Both parAes are in understanding that some jurisdicAons do not allow the exclusion of liability for consequenAal damages and so the above limitaAon may not apply.

  5. Ownership

    1. Except for the limited license rights expressly granted in this Agreement, Folio or its licensors retain ownership of all intellectual property rights in and to the Folio SDK and copies, improvements, enhancements, derivaAve works and modificaAons thereof. The Licensee’s rights to use the Folio SDK are limited to those expressly granted by this Agreement. No other rights with respect to the Folio SDK or any related intellectual property rights are granted or implied.

    2. The Licensee undertakes to: (a) treat as confidenAal and keep secret all confidenAal informaAon contained or embodied in the Folio SDK and any confidenAal informaAon conveyed to it in respect to the Folio SDK or through training by any means; (b) effect and maintain adequate security measures to safeguard the Folio SDK from access or use by any unauthorised person.

  6. IndemnificaKon Disclaimer

    For the avoidance of doubt, the Licensee acknowledges and agrees that Folio shall not be liable for any third party infringement claim that relates to or is based on the Licensee’s use of the Folio SDK or any derivaKves thereof or the exercise of the Licensee’s rights under this Agreement.

  7. Term and TerminaKon

    1. This Agreement is effecAve unAl terminated. The Licensee may terminate it at any Ame by removing the Folio SDK from its systems together with all copies in any form.

    2. Folio may terminate the Agreement at any Ame immediately upon wriZen noAce by Folio to Licensee if: (a) Licensee breaches this Agreement; (b) fails to pay the fees for the Folio SDK;

      (c) becomes insolvent or is otherwise in Folio’s opinion unable to pay its debts; or (d) infringes Folio‘s intellectual property in or to the Folio SDK.

    3. Effect of TerminaKon. Upon terminaAon or expiraAon of this Agreement for any reason, the Licensee’s right to make any further use of the Folio SDK ends and the Licensee must immediately delete the Folio SDK and any copies of the Folio SDK and any related materials in its possession or control. TerminaAon of this license shall not affect any Authorised ApplicaAons created up to the date of terminaAon.

  8. InjuncKve Relief

    Licensee acknowledges that the unauthorized use, transfer or disclosure of the Folio SDK or copies thereof will (i) substanAally diminish the value to Folio of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Folio’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of Ame. If Licensee breaches any of its obligaAons with respect to the use or confidenAality of the Folio SDK or DocumentaAon, Folio shall be enAtled to equitable relief to protect its interests therein, including, but not limited to, injuncAve relief.

  9. Governing Law

    This Agreement and any disputes or claims arising out of or in connecAon with it or its subject maZer or formaAon (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales, without reference to its conflict of laws principles. The ParAes irrevocably agree that the courts of England and Wales have exclusive jurisdicAon to seZle any dispute or claim that arises out of or in connecAon with this Agreement or its subject maZer or formaAon (including non-contractual disputes or claims). Notwithstanding the foregoing, either party may bring proceedings for an injuncAon in any jurisdicAon or to enforce any judgment of the courts of England.

  10. EnKre Agreement

This Agreement consAtutes the complete agreement between the parAes and supersedes all prior or contemporaneous discussions, representaAons, and proposals, wriZen or oral, with respect to the subject maZer herein. No modificaAon of this Agreement will be effecAve unless contained in a wriAng executed by an authorized representaAve of each party.