Sentiance hereby grants Licensee (i) a non-exclusive, non-transferable, royalty-free, revocable license to install and use the Sentiance SDK in object code solely for the purposes of integrating the Sentiance SDK into one Licensee mobile application (“Mobile Application”) and to distribute the Sentiance SDK as part the Mobile Application and have such Mobile Application used by no more than 1000 monthly active End Users (or no more than 100 monthly active End Users until verification of the Mobile Application by Sentiance), and (ii) a non-exclusive, non-transferable, royalty-free, revocable right to access through a web interface the Sentiance software-as-a-services platform (“Platform”) that makes available information on End User routine behavior based on device data provided through the Sentiance SDK integrated in the Mobile Application installed on mobile devices of the End Users (such information and device data hereinafter jointly the “Data”). “End User” shall mean any person to which Licensee distributes its Mobile Application. A reference to the “Sentiance SDK” includes a reference to any part thereof and to any relating documentation.
Licensee is authorized to duplicate the Sentiance SDK for internal test and development purposes and for distribution of the Mobile Application to End Users. Licensee is further allowed to make a reasonable number of copies of the Sentiance SDK for non-productive backup and recovery purposes. Any and all such copies shall in all respects be subject to the terms and conditions of this agreement. Licensee shall not make copies of the Sentiance SDK additional to those expressly permitted in this agreement nor copy any documentation accompanying the Sentiance SDK other than as strictly needed for its permitted use. Licensee shall not remove or obscure any copyright and/or trademark notices or other proprietary notices in the Sentiance SDK. All notices must be duplicated as they appear on the Sentiance SDK on all authorized copies.
Licensee may combine the Sentiance SDK with its Mobile Application. Except to the extent expressly permitted by law, Licensee shall not otherwise modify, adapt, merge or create derivative works of the Sentiance SDK nor electronically transfer into another computer language, translate, reverse engineer or reengineer the Sentiance SDK. Licensee will not (i) disclose its Platform credentials (“Credentials”) to any third party; (ii) disclose the Sentiance SDK to any third party other than (x) its service providers that are under obligations in respect of the Sentiance SDK no less stringent than those set forth herein, or (y) End Users as an integrated part of the Mobile Application; (iii) attempt to access any systems, programs or data of Sentiance to which no access is granted hereunder or that are not required for Licensee’s activities in connection with this agreement; or (iv) use any device or software to interfere or attempt to interfere with the proper operation of the Platform. Licensee will notify Sentiance immediately if it learns of any unauthorized use of its Credentials or unauthorized acquisition of Data. Licensee will not, and will ensure that its End Users shall not decompile, disassemble, analyze or examine the Sentiance SDK or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Sentiance SDK (except to the extent allowed by the applicable laws), e.g. for the purpose of reverse engineering, re-engineering or rebuilding an SDK with the same or similar functionalities.
4. Intellectual Property Rights
The Sentiance SDK and the Platform are protected by applicable Belgian and foreign laws and treaties, including copyright laws and treaty provisions. Sentiance and its third party licensors retain all title to, and, except as expressly and unambiguously licensed herein, all rights and interest in the Sentiance SDK and the Platform and all copies, versions, enhancements and derivative works thereof (other than the Mobile Application) and all related documentation and materials, the Sentiance trademarks, trade names, icons and logos, and any and all intellectual property throughout the world in the foregoing. Except for the limited license granted herein, nothing herein shall be construed as Sentiance granting to Licensee or an End User any right, title or interest in or to the Sentiance SDK or the Platform or any patent, trade secret or other intellectual property rights of Sentiance. All copies of the Sentiance SDK remain the property of Sentiance. The Data shall be owned by Licensee. Sentiance has the worldwide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right to use these Data in aggregated form for its internal business and marketing purposes, which include building statistical models and profiles. Sentiance may utilize all comments, suggestions and reports, whether written or oral, furnished by Licensee to Sentiance in connection with its access to and use of the Platform and the Sentiance SDK (“Feedback”). Licensee hereby grants to Sentiance a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to incorporate the Feedback into Sentiance products and services.
Each party (the “Recipient”) acknowledges that any information supplied by the other party (the “Provider”) (including but not limited to the terms of this agreement and the Sentiance SDK) is confidential and undertakes to keep secret any such information until it enters the public domain through no fault of Recipient. Recipient shall not without Provider’s prior written consent disclose the information to any third party, nor use the same for any purpose other than exercising its rights or performing its obligations under this agreement. Recipient shall take all steps necessary to prevent any of the information becoming known to unauthorized third parties other than its agents, consultants and advisors subject to such agents, consultants and advisors entering into confidentiality agreements no less restrictive than the provisions hereof
7. Liability and indemnity
To the maximum extent permitted by law, Sentiance will not be liable for (i) any lost data or other indirect or consequential damages of any character, including, without limitation, damages for loss of profits, loss of goodwill, work stoppage, device failure or malfunction, or any and all other commercial damages or losses, (ii) the cost of procuring substitute products, services or technology, (iii) any use or loss of Data by Licensee or by any third party who has obtained such Data (directly or indirectly) from Licensee, or (iv) any amounts in excess of five hundred euro. Licensee assumes total responsibility and risk for its use of the Sentiance SDK and the Data and distribution of the Mobile Application. Licensee shall indemnify, defend and hold Sentiance harmless from and against all claims, suits, proceedings, awards, judgments, penalties, damages, losses, liabilities, costs and expenses resulting from any and all third party (including End Users and public authorities) claims against Sentiance relating to any breach of this agreement by Licensee or the End Users or any use of the Data (or loss of Data) by Licensee or by any third party who has obtained such Data (directly or indirectly) from Licensee. As used in this section, “Sentiance” includes its employees, directors, officers, agents, representatives, subcontractors, service providers and suppliers. Claims for damages must be made by Licensee within six months of the incident to which they relate or be forever barred.
This agreement enters into force upon acceptance by Licensee and will automatically terminate after three (3) months. If Licensee wishes to continue using the Sentiance SDK and Platform or have the Mobile Application used by more than 1000 monthly active End Users during the term hereof, it may enter into a standard license with Sentiance. This agreement and the rights granted to Licensee shall terminate on receipt of termination notice if Licensee fails to comply with any of the terms and conditions of this agreement. Either party may terminate this agreement upon written notice in the event that the other party files a petition in bankruptcy or proceedings in bankruptcy are instituted against it, or any court assumes jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganization act, or a receiver is appointed of that party’s assets or that party makes an assignment for the benefit of its creditors. Upon termination, all licenses granted herein shall terminate, Sentiance may (but shall not be obliged to) erase all Data, and Licensee shall immediately destroy all copies of the Sentiance SDK (including any documentation relating thereto) in its possession and remove the Mobile Application from the application stores or any other locations from which it can be downloaded. Such termination shall be without prejudice to any other rights or remedies of Sentiance under this agreement or applicable law. Termination shall not relieve Licensee of its obligations which by their nature are intended to survive termination. Sentiance reserves the right to change, modify and discontinue the Sentiance SDK or any part of the Platform at any time. Each party may terminate this agreement by giving ten days prior written notice to the other.
9. Importation and Exportation
Licensee acknowledges and agrees that it shall not import, export, or re-export the Sentiance SDK (including as part of the Mobile Application) to any country in violation of the laws and regulations of any applicable jurisdiction. Licensee shall defend, indemnify, and hold Sentiance harmless from any losses, costs, claims, or other liabilities arising out of Licensee’s breach of this Section.
In the event that any provision hereof shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This agreement is governed by and construed under the laws of Belgium, without regard to its conflicts of law principles. The parties agree that any legal proceeding with respect to or arising under this agreement shall be brought exclusively in the Courts of Antwerp, Belgium. Sentiance has the right to disclose any Licensee and End User information and the Data to law enforcement authorities, government officials or a third party, as Sentiance believes is reasonably necessary to enforce or verify compliance with this agreement or comply with the law. Sentiance may refer to Licensee as one of its clients. This agreement represents the entire agreement between the parties with respect to the subject matter covered by this agreement. These Terms and Conditions may not be modified or amended except by a writing signed by the parties. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement. Neither this agreement nor any of Licensee’s rights or obligations hereunder can be assigned by Licensee without the previous written consent of Sentiance.