Software Development Kit (SDK) License Agreement

NSURE.AI PAYMENT ASSURANCE LTD. (“Nsure”) provides the nSure.ai Andorid / iOS SDK (the “Nsure SDK” or “Software”) to you subject to the following terms and conditions. By downloading, installing, or using the Software, you (the individual or legal entity detailed on the signature page below) agree to be bound by the terms of this license agreement (the “Agreement”). 

Please read the requirements of this Agreement carefully. Your use of any of the Software constitutes your agreement to comply with the terms of this Agreement. 

If you cannot agree to and comply with this Agreement and its requirements, you are expressly prohibited from use of the Software. 
1. The Software contains a variety of materials, interface definitions, documentation, sample utility applications and sample code regarding programming interfaces to one or more products of Nsure that are referenced in such materials (the referenced products, “Nsure Products”). This Software is intended to be used to execute supplied commands and utility applications and to create scripts that interact with the Nsure Products. 
2. Limited License: Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations and restrictions set forth herein, Nsure grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to: (a) use, and (where applicable) authorize your employees to use, the Software and its applicable documentation internally solely in connection with developing your own branded applications that interoperate with the Nsure Products; (b) download and make a reasonable number of copies of the Software for your own internal use solely for the purpose of creating software that communicates with Nsure Products (your software, “Developer Software”). 
3. Restrictions: You agree that you will not (1) use the Software to create, design or develop anything other than Developer Software; (2) make any more copies of the Software than are reasonably necessary for the authorized use and backup and archival purposes; (3) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Software except as expressly permitted in Section 2; (4) distribute, sell, lease, rent, lend, or sublicense any part of the Software to any third party except as expressly permitted in Section 2; (5) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable documentation; or (6) use the Software in any manner to (a) circumvent any technical restrictions of Nsure Products or violate any additional licensing terms applicable to Nsure Products that Nsure provides through product documentation, email notification on the Nsure website or in the terms of the End User License Agreements; (b) disable, remove, over-ride or modify the display of any Nsure Product End User License Agreements that the Nsure Products present to Nsure’s end customers; or (c) upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware.

    You may not use the Software for any purpose other than interoperating with the Nsure Products in a manner for which the Software and Nsure Products are expressly designed. If you are prohibited under applicable law from using the Software, you may not use it, and you will comply with all applicable laws and regulations in connection with your use of the Software. 

    Without limiting the generality of the foregoing, you represent and warrant that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria and that you are not otherwise prohibited under the Export Laws from receiving the Software. You may not use the Software for any purpose, or use the Software in the development of any application that is for the purpose of lifesaving, emergency response, or otherwise for deployment in any circumstance in which failure would be likely to lead to property damage, environmental damage, personal injury, or death.

    ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
4. Nsure retains ownership of the Software and all intellectual property rights embodied in the Software, including without limitation all copyrights, trade secrets and patents and derivatives and modifications thereof. You may not remove, delete or modify any of Nsure copyright statements in the Software. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO NSURE.
5. You may not use Nsure’s name, trademarks or service marks in connection with your Developer Software in a way that suggests your Developer Software is certified or endorsed by Nsure, without Nsure’s prior written consent. 
6. The Software consists of a package of components, including certain third party software ("Third Party Software") that are provided by their authors under separate license terms (the "Third Party Terms"), as described in more detail in the Software. Your use of the Third Party Software in conjunction with the Software in a manner consistent with this Agreement is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third Party Software. Nsure is not responsible for the provisions of the Third Party Terms, and your use of such Third Party Terms is at your own risk. 
7. You are not entitled under this Agreement to receive any support or subscription services from Nsure for the Software or any other services from Nsure in connection with the Software. If you have purchased support and/or subscription services for a Nsure product, such support and/or subscription services shall not apply to the Software or your use of the Software, and they shall be determined in a separate agreement. 
8. Term, Termination: This Agreement shall continue as long as you are in compliance with the terms specified herein or until otherwise terminated. You or Nsure each may terminate this Agreement for any reason at any time. You agree, upon termination, to destroy all copies of the Software within your possession or control. Upon termination of this Agreement, all licenses granted hereunder are revoked. The Confidential Information, Limitations of Warranties and Liability, and Indemnification sections set out in this Agreement shall survive any termination or expiration of this Agreement. 
9. Confidential Information: “Confidential Information” means any information disclosed by Nsure to you pursuant to this Agreement that is marked “Confidential,” “Proprietary,” or in some similar manner and any information which you knew or reasonably should have known to be confidential. You shall treat as confidential all Confidential Information of Nsure and shall not use such Confidential Information except to exercise your rights or perform your obligations under this Agreement. You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature but with no less than reasonable care. You shall not disclose such Confidential Information to any third party during or after the term of this Agreement. You acknowledge that breach of this Section 9 will cause irreparable damage to Nsure for which monetary damages will be an inadequate remedy. Accordingly, Nsure will be entitled to seek and obtain injunctive and any other relief (legal or equitable) to restrain any breach or anticipated breach of this Section 9.
10. Limitations of Warranties and Liability: THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NSURE DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NSURE BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SOFTWARE OR YOUR USE OF THE SOFTWARE, UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. 

    NSURE’S LIABILITY ARISING OUT OF THIS AGREEMENT AND THE SOFTWARE PROVIDED HEREUNDER WILL NOT, IN ANY EVENT, EXCEED US$1.  

    THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER NSURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Indemnification: You agree to defend, indemnify and hold harmless Nsure, and any of its directors, officers, employees, affiliates and agents, from and against any and all claims, losses, damages, liabilities and other expenses (including reasonable attorneys’ fees), arising from your modification of the “modifiable code,” the distribution or use of your Developer Software by you or anyone else, and your breach of this Agreement.
12. Data Privacy: Nsure’s privacy policy (available at: https://www.nsureai.com/privacy-policy ) shall apply.
13. Nsure reserves the right, at any time and without prior notice, to modify, alter or update this Agreement without prior notice. The date of the most recent revision will appear on this page. Your continued use of the Software will constitute your acceptance of any changes or revisions to this Agreement. Nsure also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Software without prior notice, which will be clearly identified. Your continued use of the Software constitutes your agreement to comply with these additional rules. 
14. You may not assign this Agreement. Any attempted assignment by you shall be void. Nsure may assign the Agreement without your consent, including in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets or similar transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and permitted assigns. 
15. The provisions of this Agreement are independent of and severable from each other. If any provision, or portion thereof, is found to be invalid or unenforceable for any reason, that provision, or portion, shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.
16. This Agreement shall be governed by and construed in accordance with the laws of Israel. Any dispute relating to this Agreement will be exclusively resolved in the applicable courts located in Tel-Aviv, Israel. The provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. 
17. Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture, or agency relationship. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, all remaining provisions shall continue in full force and effect.
18. These terms constitute the entire agreement between you and Nsure with respect to the Software and supersede all prior written or oral communications, understandings and agreements. 
19. Any waiver of these terms must be in writing and signed by the waiving party to be effective.