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.
