1. SDK License. Subject to the terms of this Agreement, IAS hereby grants Licensee a limited, royalty-free, revocable, non-exclusive, non-sub-licensable, non-transferable, worldwide license to install, copy and use the IAS Materials (or portions thereof) in order to integrate and/or embed the IAS Materials into Licensee’s platform or application (“Licensee App”), which Licensee App may be sold, licensed, distributed, installed, downloaded, accessed, made commercially available, and otherwise exploited directly or indirectly by Licensee to end users worldwide.
2. Restrictions. Licensee agrees not to use, transfer, distribute, or dispose of any information contained in the IAS Materials in any manner that competes with the business of IAS. Except as otherwise provided herein, Licensee may not, without prior written approval from IAS, (a) sell, resell, license, distribute or transfer to any third party, or otherwise exploit any IAS Materials; (b) publicly disclose or publish any IAS Material in its entirety, or the substantial equivalent of the same; (c) reverse engineer or attempt to reverse engineer the IAS Materials; or (d) permit a third party to do any of the above. Licensee will not remove or obscure any copyright, trademark or patent notices that appear on the IAS Materials. All rights not specifically granted to Licensee hereunder are retained by IAS.
4. Proprietary Rights; Feedback. As between IAS and Licensee, the IAS Materials (including, without limitation, all improvements, derivatives, modifications and the like to the IAS Materials), and all intellectual property rights in and to the foregoing, are and shall at all times remain the sole and exclusive property of IAS and are protected by applicable intellectual property laws and treaties. With respect to all e-mails and communications Licensee sends to IAS, including, but not limited to, feedback, questions, comments, suggestions, and the like (collectively, “Feedback”), IAS shall be free to use any ideas, concepts, know-how, or techniques contained in the Feedback for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to Licensee.
5. Updates; Support. If you are provided with any upgrades, patches, enhancements, or fixes for the IAS Materials (collectively, “Updates”), then such Updates will become part of the IAS Materials and subject to this Agreement. IAS shall have no obligation, however, to provide any Updates or any other support to Licensee in connection with this Agreement or Licensee’s use of the IAS Materials.
6. Term & Termination. This Agreement shall continue in force unless and until terminated as set forth hereunder. Licensee may terminate this Agreement and the license granted herein at any time by ceasing its use of the IAS Materials and destroying or removing from all hard drives, networks, and other storage media all copies of the IAS Materials. IAS may terminate this Agreement and the license granted herein immediately upon notice to Licensee for any reason or no reason. Sections 2 through 10 of this Agreement shall survive any such termination.
7. WARRANTY DISCLAIMER. The parties acknowledge that the IAS Materials are provided “AS IS.” IAS AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE IAS MATERIALS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Remedies and Damages. NEITHER IAS NOR ITS LICENSORS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) FOR ANY AMOUNT IN EXCESS OF US$100.00. NEITHER IAS NOR ITS LICENSORS SHALL BE RESPONSIBLE FOR ANY MATTER BEYOND THEIR REASONABLE CONTROL.
9. Export Controls. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the IAS Materials in violation of any such restrictions, laws or regulations. By downloading or using the IAS Materials, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
10. General. This Agreement shall be governed by and construed under the laws of the State of New York, USA, without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in New York, NY. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee may not assign this Agreement without the prior written consent of IAS. All notices required or permitted under this Agreement will be in writing and will be sent to the addresses set forth in the first page of this Agreement (or such other address as a party may designate in writing). This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto.