139 lines
8.9 KiB
Plaintext
139 lines
8.9 KiB
Plaintext
ATOM License Terms ("License Terms")
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These License Terms apply to the Software (as defined below) provided by Verve Group Europe GmbH,
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Karl-Liebknecht-Str. 32, 10178 Berlin ("VGE"). By downloading or using the Software, you ("You" or
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"Licensee") agree to be bound by these License Terms. Any use of the Software, other than as
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authorised under these Licence Terms, is prohibited.
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Preamble
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(A) VGE offers certain sell-side monetisation solutions and tools for publishers of mobile
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applications, which includes proprietary machine learning technology for ID-less
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addressability ("Services") and designed for execution on Android or Apple iOS operating
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systems owned or operated by Licensee ("Digital Properties").
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(B) The Software (as defined below) supports and can be exclusively used as part of the Services.
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(C) The Services will be rendered under a separate commercial agreement ("Commercial
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Agreement").
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1. Scope
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1.1 Software. These License Terms apply to the ATOM software for Android or iOS available
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under the URL https://github.com/pubnative/ATOM or any other URL designated by VGE
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from version 3.6.0 onward or any such other successor version of ATOM, including any and
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all programs, repositories, libraries, code, or other software components, whether in source
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code or machine-readable code, including its documentation as applicable, that are part of,
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referenced, or otherwise connected by VGE to the ATOM (the "Software"). These License
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Terms apply to the Software regardless of the way in which it was obtained, whether by
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download, hard copy, e-mail, or any other form of transmission.
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1.2 Exclusions. These License Terms do not apply to the HyBid SDK (current versions available
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under the URL https://github.com/pubnative/pubnative-hybid-android-sdk and
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https://github.com/pubnative/pubnative-hybid-ios-sdk) and its functionalities, and any other
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software or software component that is distributed under separate license terms.
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2. License
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2.1 Commercial License. Subject to Your compliance with these License Terms and the
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conclusion of a Commercial Agreement, VGE hereby grants You, for the term of the
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Commercial Agreement, the non-exclusive, non-transferable, revocable, worldwide right to
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(i) use and copy the Software, (ii) to, distribute and publish the Software solely in conjunction
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with and as part of the Digital Properties (the "License"), Territorial limitations contained in
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the Commercial Agreement will also apply to the License.
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2.2 Sub-License. The license provided under clause 2.1 is sub-licensable only to Your affiliates
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and only to the extent that such affiliates are party to or may benefit from the Services under
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a Commercial Agreement. Any such sub-license ceases if the License provided in these
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License Terms ceases. The sub-license further ceases in case the entity is no longer Your
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affiliate. You are fully liable for any acts or omissions by any affiliates to which you provide a
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sub-license as if they are your own. You must inform VGE immediately upon request of any
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sub-licenses.
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2.3 No-Stand-Alone-Use. Unless explicitly permitted by VGE (e.g. in a Commercial Agreement),
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the Software may only be used by You as part of the HyBid-SDK. For the avoidance of doubt,
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the License allows You to merge the Software as part of the HyBid-SDK with the Digital
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Properties.
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2.4 Modifications.
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You have the right to modify the Software to the extent strictly required for the maintenance
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or the reinstatement of the agreed functionality of the Software.
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2.5 Decompilation. You have the right to decompile the Software as permitted by mandatory law.
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2.6 Backup. You may create a backup copy of the Software for security purposes, provided You
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affix a clear copyright notice as well as these License Terms to it. Any backup copy must be
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deleted without undue delay after termination or expiry of the Commercial Agreement for
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whatever reason or the revocation of the license by VGE.
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2.7 Termination. For the avoidance of doubt, VGE may at any time terminate the licenses granted
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to Licensee either by individual communication (text form sufficient) or by providing a
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publicly visible notice on the repository at which the Software is made available. In such a
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case VGE shall grant Licensee a reasonable period (regularly 3 days) to remove the Software
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from the Digital Properties. The License also ceases in case the Commercial Agreement is
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terminated.
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3. Intellectual Property Rights. VGE and/or its licensors own all rights, title and interest in the
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Software. The Software is protected by copyright, patent or ancillary copyright for the benefit
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of VGE and/or its licensors. The Software is inter alia further protected by US Patent No. US
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12105846 Any use of the Software other than permitted by these License Terms requires
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prior written approval of VGE. VGE explicitly retains all other rights, in particular such to
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trademarks, name or patents associated with VGE or the Software.
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4. Audit. VGE may, at its request and subject to a reasonable advance notice, verify Your
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compliance with these License Terms. You will provide all relevant information,
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documentation and records as may be reasonably required for VGE or any third-party auditor
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appointed by VGE to verify Your compliance with these License Terms. VGE may carry out the
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audit on the Your premises during Your regular business hours or have it carried out by third
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parties bound to secrecy. VGE shall ensure that Your business operations are disrupted as
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little as possible by its on-site activities. If the inspection reveals that the Software is being
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used in any non-contractual manner, the costs of the inspection shall be borne by the
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Licensee; otherwise, the costs shall be borne by VGE. All other rights reserved.
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5. Warranty and Liability
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Except as stated otherwise in the Commercial Agreement, VGE's liability and warranty in
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regard to the Software is limited or excluded as follows:
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5.1 Warranty. The Software is provided "as is" and "as available", without any warranties or
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assurances of any kind, whether express, implied, or statutory, including but not limited to
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warranties of merchantability, fitness for a particular purpose, title, non-infringement, or
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accuracy. VGE expressly disclaims any warranties that the Software will meet the Licensee's
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requirements, be uninterrupted, timely, secure, or error-free. VGE does not guarantee any
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specific results from the use of the Software. The Licensee acknowledges that the Software
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may not be suitable for their intended purposes and assumes all risks associated with its use.
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5.2 Liability and Indemnity.
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(a) VGE is liable without limitation in cases of wilful misconduct or gross negligence, in
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case a guarantee has been given by VGE, in cases of damage to life, body or health.
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Unless Licensor has caused violations of key contractual obligations by gross
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negligence or wilful misconduct, VGE’s liability is limited to the amount of typical and
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foreseeable damages. Key contractual obligation means any obligation whose
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fulfilment generally enables the proper execution of the contract, and on the orderly
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discharge of which the contracting partner may regularly rely. Any further liability of
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Licensor shall be excluded. Licensor’s liability in accordance with the German
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Product Liability Act remains unaffected.
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(b) The Parties agree that the damage regularly anticipated for an infringement of key
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contractual obligations by VGE does not exceed EUR 10.000,00.
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(c) Licensee shall indemnify and hold harmless VGE from any claims or damages based
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on Licensee's use of the Software in violation of these License Terms.
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6. Final Provisions
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6.1 Governing Law and venue. These License Terms are governed exclusively by the laws of the
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Federal Republic of Germany under exclusion of its conflict of law provisions and the UNCISG.
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Place of jurisdiction for all disputes arising out of or in connection with these License Terms
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shall be Hamburg, Germany.
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6.2 No side agreements. There are no verbal collateral agreements. Amendments or additions
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to this contract must be made in writing, and this requirement cannot be waived orally.
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6.3 Severability. If individual provisions of this contract should be or become invalid, this shall
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not affect the validity of the remaining provisions. The invalid provision shall be replaced by
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what the parties would have reasonably agreed in accordance with the originally intended
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purpose from an economic point of view. The same shall apply in the event of a loophole in
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the contract.
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6.4 No assignment. Claims of Licensee against VGE under these License Terms may not be
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assigned, pledged or encumbered with the rights of a third party unless VGE expressly agrees
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to this. |