REVEEL TECHNNOLGIES, INC.
REVEEL SDK LICENSE AGREEMENT
TERMS OF USE

This is the Reveel Software Development Kit License Agreement (“the Agreement”).

DEFINITONS

“Reveel SDK” means the Reveel Software Development Kit (and specifically includes the Reveel system files, packaged APIs, related documentation, user discussion, forum and support communications facilities, and add-ons) and is licensed to you subject to the terms of this Agreement. The License Agreement forms a legally binding contract between you and Reveel Technologies, Inc. in relation to your use of Reveel SDK.

A "Compatible Implementation" means any application that (i) complies with Reveel SDK Definition document, which can be found at the Reveel.it website and which may be updated from time to time; and (ii) successfully passes Reveel SDK Compatibility Test Suite (CTS).

"Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Reveel reserves all rights not expressly granted to you.

"Reveel" means Reveel Technologies, Inc., a Delaware corporation having its principal place of business at 180 Sansome Street, San Francisco, CA 94104, United States.

ACCEPTING THIS LICENSE AGREEMENT

In order to use Reveel SDK, you must first agree to this Agreement. You may not use Reveel SDK if you do not accept this Agreement.

By clicking to accept, you hereby agree to the terms of this Agreement.

You may not use Reveel SDK and may not accept this Agreement if you are a person barred from receiving Reveel SDK under the laws of the United States or other countries, including the country in which you are resident or from which you use Reveel SDK.

f you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use Reveel SDK on behalf of your employer or other entity.

REVEEL SDK LICENSE

Subject to the terms and conditions of this Agreement, Reveel grants to you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable license to use Reveel SDK solely to develop Compatible Implementations of applications.

You may not use Reveel SDK to develop non-Compatible Implementations of Reveel SDK or to develop another Reveel SDK.

You agree that Reveel or third parties own all legal right, title and interest in and to Reveel SDK, including any Intellectual Property Rights that subsist in Reveel SDK.

You may not use Reveel SDK for any purpose not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of Reveel SDK or any part of Reveel SDK.

Use, reproduction and distribution of components of Reveel SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this Agreement.

You agree that the form and nature of Reveel SDK that Reveel provides may change without prior notice to you and that future versions of Reveel SDK may be incompatible with applications developed on previous versions of Reveel SDK. You agree that Reveel may stop (permanently or temporarily) providing Reveel SDK (or any features within Reveel SDK) to you or to users generally at Reveel's sole discretion, without prior notice to you.

Nothing in this Agreement gives you a right to use any of Reveel's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

You agree that you will not remove, obscure, or alter Reveel brand attribution logos and/or text contained within Reveel SDK.

You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within Reveel SDK.

USE OF REVEEL SDK BY YOU

You agree to use Reveel SDK and write applications only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

You agree that if you use Reveel SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with third party account information, your application may only use that information to access the user's respective third party when, and for the limited purposes for which, the user has given you permission to do so.

You agree that you will not engage in any activity with Reveel SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Reveel or any mobile communications carrier.

You agree that you are solely responsible for (and that Reveel has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through applications developed using Reveel SDK, and for the consequences of your actions (including any loss or damage which Reveel may suffer) by doing so.

You agree that you are solely responsible for (and that Reveel has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Reveel or any third party may suffer) of any such breach.

You may not upload or transmit any material that infringes or misappropriates any person’s copyright, patent, trademark, or trade secret, or disclose via Reveel SDK any information the disclosure of which would constitute a violation of any confidentiality obligations you may have.

You may not upload any viruses, worms, Trojan horses, or other forms of harmful computer code, nor subject Reveel’s network or servers to unreasonable traffic loads, or otherwise engage in conduct deemed disruptive to the ordinary operation of Reveel SDK.

You are strictly prohibited from communicating on or through Reveel SDK any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

You are expressly prohibited from compiling and using other users’ personal information, including addresses, telephone numbers, fax numbers, email addresses or other contact information that may appear on Reveel SDK, for the purpose of creating or compiling marketing and/or mailing lists and from sending other users unsolicited marketing materials, whether by facsimile, email, or other technological means.

You also are expressly prohibited from distributing users’ personal information to third-party parties for marketing purposes. Reveel shall deem the compiling of marketing and mailing lists using users’ personal information, the sending of unsolicited marketing materials to users, or the distribution of users’ personal information to third parties for marketing purposes as a material breach of this Agreement, and Reveel reserves the right to terminate or suspend your access to and use of Reveel SDK and to suspend or revoke your membership in the consortium without refund of any membership dues paid.

Reveel notes that unauthorized use of users’ personal information in connection with unsolicited marketing correspondence also may constitute violations of various state and federal anti-spam statutes. Reveel reserves the right to report the abuse of users’ personal information to the appropriate law enforcement and government authorities, and Reveel will fully cooperate with any authorities investigating violations of these laws.

Reveel agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using Reveel SDK, including any Intellectual Property Rights that subsist in those applications.

YOUR REVEEL SDK LOGON CREDENTIALS

Although sections of Reveel SDK may be viewed simply by visiting Reveel SDK, in order to access some content and/or additional features offered at Reveel SDK, you may need to sign on as a guest or register as a member. You agree that you are responsible for maintaining the confidentiality of any Reveel SDK logon credentials that may be issued to you by Reveel or which you may choose yourself (including your name, address, a User ID and password), and that you will be solely responsible for all activity performed under your logon credentials. You agree to provide true, accurate, current, and complete information when registering with Reveel SDK. It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of Reveel SDK. You agree to immediately notify us of any unauthorized use of either your password or account or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access Reveel SDK using your account or User ID. You grant Reveel and all other persons or entities involved in the operation of Reveel SDK the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of Reveel SDK and in the provision of services to you. Reveel cannot and do not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information.

PRIVACY AND INFORMATION

In order to continually innovate and improve Reveel SDK, Reveel may collect certain usage statistics from Reveel SDK including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in Reveel SDK are being used and how they are being used. You agree it that it is your responsibility to notify users about the scope and use of data collected and that by using the Reveel SDK you acknowledge that you have done so and that Reveel is not responsible for any user privacy violations.

The data collected is examined in the aggregate to improve Reveel SDK and is maintained in accordance with Reveel's Privacy Policy. To learn more about how we protect the privacy of non-personally identifiable and personally identifiable information in your account, please visit our Privacy Policy.

THIRD PARTY APPLICATIONS

If you use Reveel SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Reveel is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Reveel is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.

You should be aware the data, content, and resources presented to you through such a third party application may be protected by Intellectual Property Rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this Agreement does not affect your legal relationship with these third parties.

USING REVEEL APIs

If you use any API to retrieve data from Reveel you acknowledge that the data may be protected by Intellectual Property Rights which are owned by Reveel or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms of service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms of service.

If you use any API to retrieve a user's data from Reveel or a third party, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.

LIMITATIONS ON USE WITHOUT A REVEEL MEDIA AGREEMENT

Subject to the terms of this Agreement and the following limitations, you may use Reveel SDK to create and distribute Compatible Implementations for the exclusive purpose of testing Compatible Implementations prior to executing a separate Media Agreement with Reveel:

The maximum number of individual instances of any Compatible Implementation that may be distributed, regardless of specific iteration, is limited to one hundred (100).

USER SUBMISSIONS

Reveel does not want to receive confidential or proprietary information from you through Reveel SDK. Any material, information, or other communication you transmit or post (“Contributions”) to the Services will be considered non-confidential.

If you work for a company or at a University, it’s likely that you’re not the copyright holder of anything you make, even in your free time. Before making contributions to this site, get written permission from your employer.

USER DISCUSSION LISTS AND FORUMS

Reveel may, but is not obligated to, monitor or review any areas on Reveel SDK where users transmit or post communications or communicate solely with each other, including but not limited to user forums and email lists, and the content of any such communications. Reveel, however, will have no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. Reveel may edit or remove content on Reveel SDK at its discretion at any time.

TERM AND TERMINATION

This Agreement will continue to apply until terminated by either you or Reveel as set out below.

If you want to terminate this Agreement, you may do so by ceasing your use of Reveel SDK and any relevant Reveel SDK logon credentials.

Reveel may at any time, terminate this Agreement with you if: (i) you have breached any provision of this Agreement; or
(ii) Reveel is required to do so by law; or
(iii) your use of Reveel SDK is harmful to our interests or the interests, including intellectual property or other rights, of another person or entity;
(iv) the partner with whom Reveel offered certain parts of Reveel SDK (such as APIs) to you has terminated its relationship with Reveel or ceased to offer certain parts of Reveel SDK to you; or
(v) Reveel decides to no longer provide Reveel SDK or certain parts of Reveel SDK to users in the country in which you are resident or from which you use the service, or the provision of Reveel SDK or certain Reveel SDK services to you by Reveel is, in Reveel's discretion, no longer commercially viable.

When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Reveel have benefited from, been subject to (or which have accrued over time whilst this Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of Section 17.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

DISCLAIMER OF WARRANTIES

REVEEL SDK AND ASSOCIATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, REVEEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. REVEEL MAKES NO REPRESENTATIONS OR WARRANTY THAT REVEEL SDK WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF REVEEL SDK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES REVEEL MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF REVEEL SDK. REVEEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF REVEEL SDK OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON REVEEL SDK. IN NO EVENT SHALL REVEEL OR ANY OF ITS AGENTS, VENDORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE, MISUSE OF OR INABILITY TO USE REVEEL SDK, EVEN IF REVEEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF REVEEL SDK IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. REVEEL SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON REVEEL SDK. YOUR PARTICIPATION IN REVEEL SDK IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REVEEL OR THROUGH REVEEL, THEIR EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF REVEEL SDK, THAT YOUR USE OF REVEEL SDK IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL REVEEL OR ANY OF THEIR AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO USER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE REVEEL SDK OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH REVEEL SDK OR FOR ANY INFORMATION OBTAINED THROUGH REVEEL SDK, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OPERATORS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

REVEEL’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH REVEEL SDK WILL NOT EXCEED FIVE U.S. DOLLARS ($5.00). USER AGREES AND ACKNOWLEDGES THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT REVEEL WOULD NOT PROVIDE REVEEL SDK ABSENT SUCH LIMITATION.

INDEMNIFICATION

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Reveel, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of Reveel SDK, (b) any application you develop on Reveel SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Rights of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement.

CHANGES TO THE LICENSE AGREEMENT

Reveel may make changes to this Agreement from time to time. When these changes are made, Reveel will make a new version of this Agreement available on the website where Reveel SDK is made available.

GENERAL LEGAL TERMS

The License Agreement constitutes the entire legal agreement between you and Reveel and governs your use of Reveel SDK (excluding any services which Reveel may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Reveel in relation to Reveel SDK.

You agree that if Reveel does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Reveel has the benefit of under any applicable law), this will not be taken to be a formal waiver of Reveel's rights and that those rights or remedies will still be available to Reveel.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which Reveel is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

EXPORT RESTRICTIONS. REVEEL SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO REVEEL SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

The rights granted in this Agreement may not be assigned or transferred by either you or Reveel without the prior written approval of the other party. Neither you nor Reveel shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

A party may give notice to the other party only in writing at that party’s principal place of business, attention of that party’s principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or facsimile, or, if sent by certified mail with postage prepaid, five (5) business days after the date of mailing, or, if sent by international overnight courier with postage prepaid, seven (7) business days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision.

Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section.

The License Agreement, and your relationship with Reveel under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Reveel agree to submit to the exclusive jurisdiction of the courts located within the county of San Francisco, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Reveel shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

This document was last updated on January 30, 2017.