FOLIO SDK LICENSE AGREEMENT VERSION 1.0

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 documentation or other materials made available to the Licensee (collectively the “Folio SDK”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY AND ALL USERS OF THE LICENSED SOFTWARE.

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 addition, by installing, copying, or otherwise using any updates or other components of the Licensed Software that Licensee receives separately as part of the Licensed Software (“Updates”), Licensee agrees to be bound by any additional license terms that accompany such Updates, if any. If Licensee does not agree to the additional 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 international copyright treaties, as well as other intellectual property laws and treaties. The Folio SDK is licensed, not sold.

1. Your License Rights

1.1 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 applications designed to operate with Folio’s services (“Authorised Applications”). Your use of Folio’s services and the use of Folio’s services by any party hosting or using your Authorised Applications is governed by the then current Platform Terms of Service.

1.2 Licensee shall have the right to copy or reproduce the Folio SDK, as necessary to create Authorised Applications. The Licensee may make a reasonable number of copies of the Folio SDK for the purposes of creating Authorised Applications, provided that the Licensee may only reproduce complete copies (including without limitation all readme files, copyright notices and other legal notices and terms that Folio has included in the Folio SDK). Licensee agrees that the Folio SDK is Folio’s confidential information and shall treat and handle confidential information in accordance with the confidentiality provisions of this agreement.

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

2. License Restrictions

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 derivatives 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 permitted by applicable law, Folio on behalf of itself and its suppliers expressly disclaims all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding satisfactory qualify, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement of any third party patents, copyrights, trade secrets or other intellectual property rights.

4. Limitation of Liability

4.1 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 consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anticipated sales or savings.

4.2 Folio, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, 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 parties are in understanding that some jurisdictions do not allow the exclusion of liability for consequential damages and so the above limitation may not apply.

5. Ownership

5.1 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, derivative works and modifications 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.

5.2 The Licensee undertakes to: (a) treat as confidential and keep secret all confidential information contained or embodied in the Folio SDK and any confidential information 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. Indemnification 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 derivatives thereof or the exercise of the Licensee’s rights under this Agreement.

7. Term and Termination

7.1 This Agreement is effective until terminated. The Licensee may terminate it at any time by removing the Folio SDK from its systems together with all copies in any form.

7.2 Folio may terminate the Agreement at any time immediately upon written notice 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.

7.3 Effect of Termination. Upon termination or expiration 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. Termination of this license shall not affect any Authorised Applications created up to the date of termination.

8. Injunctive Relief

Licensee acknowledges that the unauthorized use, transfer or disclosure of the Folio SDK or copies thereof will (i) substantially 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 time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Folio SDK or Documentation, Folio shall be entitled to equitable relief to protect its interests therein, including, but not limited to, injunctive relief.

9. Governing Law

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (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 Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Notwithstanding the foregoing, either party may bring proceedings for an injunction in any jurisdiction or to enforce any judgment of the courts of England.

10. Entire Agreement

This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matter herein. No modification of this Agreement will be effective unless contained in a writing executed by an authorized representative of each party.