163 lines
10 KiB
Plaintext
163 lines
10 KiB
Plaintext
HyBid SDK License Terms ("License Terms")
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These License Terms apply to the Software (as defined below) provided by Verve Group Europe
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GmbH, Karl-Liebknecht-Str. 32, 10178 Berlin ("VGE"). By downloading or using the Software, you
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("You" or "Licensee") agree to be bound by these License Terms. Any use of the Software, other
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than as 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 ("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) is a prerequisite for making use 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 HyBid SDK software for Android or iOS
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available under the URL https://github.com/pubnative/pubnative-hybid-android-sdk,
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https://github.com/pubnative/pubnative-hybid-ios-sdk or any other URL designated by
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VGE from version 3.6.0 onward or any such other successor version of the HyBid SDK,
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including any and all programs, repositories, libraries, code, or other software
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components, whether in source code or machine-readable code, including its
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documentation as applicable, that are part of, referenced, or otherwise connected by VGE
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to the HyBid SDK (the "Software"). These License Terms apply to the Software regardless
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of the way in which it was obtained, whether by download, hard copy, e-mail, or any other
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form of transmission.
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1.2 Exclusions. These License Terms do not apply to the ATOM software (current version
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available under the URL https://github.com/pubnative/ATOM) and its functionalities, and
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any other software or software component that is distributed under separate license
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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
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to (i) use and copy the Software, (ii) to merge, distribute and publish the Software solely
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in conjunction with and as part of the Digital Properties (the "License"), Territorial
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limitations contained in the Commercial Agreement will also apply to the License.
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2.2 Evaluation. Prior to conclusion of a Commercial Agreement, VGE hereby grants You the
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right to download, copy and analyse the source code of the Software as may be made
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available by VGE to (i) ascertain whether the Software is fit for Your purpose and (ii)
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validate its functionality, and for no other purpose. You shall have no right to edit, modify,
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amend, manipulate, create derivative works, commercially use exploit or make available
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to third parties the Software under this permission. VGE may at any time revoke the
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license granted under this Clause 2.2 and/or stop making the Source Code of the
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Software available.
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2.3 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
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under a Commercial Agreement. Any such sub-license ceases if the License provided in
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these License Terms ceases. The sub-license further ceases in case the entity is no longer
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Your affiliate. You are fully liable for any acts or omissions by any affiliates to which you
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provide a sub-license as if they are your own. You must inform VGE immediately upon
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request of any sub-licenses.
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2.4 Modifications.
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(a) You have the right to modify the Software to the extent strictly required for the
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maintenance or the reinstatement of the agreed functionality of the Software.
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(b) You may propose modifications to the Software if You believe these are
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necessary to maintain, reinstate or improve the proper functionality of the
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Software in conjunction with the Digital Properties ("Modifications") to VGE as a
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pull request. VGE will carefully evaluate such request for modification and, in its
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sole discretion, decide whether or not to incorporate such Modifications. If
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Modifications are adopted, (i) You grant to VGE the unlimited, permanent,
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royalty-free, transferable, sub-licensable, worldwide, exclusive and irrevocable
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right for VGE to use, copy, publish, make available, sell, lease, rent, market,
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distribute, modify and otherwise commercially exploit the Modifications in any
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form and manner, whether now known or hereinafter devised, and (ii) the
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License shall extend to the modified Software.
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2.5 Decompilation. You have the right to decompile the Software as permitted by mandatory
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law.
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2.6 Backup. You may create a backup copy of the Software for security purposes, provided
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You affix a clear copyright notice as well as these License Terms to it. Any backup copy
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must be deleted without undue delay after termination or expiry of the Commercial
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Agreement for 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
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granted to Licensee either by individual communication (text form sufficient) or by
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providing a publicly visible notice on the repository at which the Software is made
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available. In such a case VGE shall grant Licensee a reasonable period (regularly 3 days)
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to remove the Software from the Digital Properties. The License also ceases in case the
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Commercial Agreement is terminated.
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3. Intellectual Property Rights. VGE and/or its licensors own all rights, title and interest in
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the Software. The Software is protected by copyright or ancillary copyright for the benefit
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of VGE and/or its licensors. Any use of the Software other than permitted by these License
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Terms requires prior written approval of VGE. VGE explicitly retains all other rights, in
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particular such to 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
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auditor appointed by VGE to verify Your compliance with these License Terms. VGE may
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carry out the audit on the Your premises during Your regular business hours or have it
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carried out by third parties bound to secrecy. VGE shall ensure that Your business
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operations are disrupted as little as possible by its on-site activities. If the inspection
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reveals that the Software is being used in any non-contractual manner, the costs of the
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inspection shall be borne by the Licensee; otherwise, the costs shall be borne by VGE. All
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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
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to warranties of merchantability, fitness for a particular purpose, title, non-infringement,
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or accuracy. VGE expressly disclaims any warranties that the Software will meet the
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Licensee's requirements, be uninterrupted, timely, secure, or error-free. VGE does not
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guarantee any specific results from the use of the Software. The Licensee acknowledges
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that the Software may not be suitable for their intended purposes and assumes all risks
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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,
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in case a guarantee has been given by VGE, in cases of damage to life, body or
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health. Unless Licensor has caused violations of key contractual obligations by
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gross negligence or wilful misconduct, VGE’s liability is limited to the amount of
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typical and foreseeable damages. Key contractual obligation means any
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obligation whose fulfilment generally enables the proper execution of the
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contract, and on the orderly discharge of which the contracting partner may
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regularly rely. Any further liability of Licensor shall be excluded. Licensor’s
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liability in accordance with the German Product Liability Act remains unaffected.
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(b) The Parties agree that the damage regularly anticipated for an infringement of
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key 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
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based 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
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the Federal Republic of Germany under exclusion of its conflict of law provisions and the
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UNCISG. Place of jurisdiction for all disputes arising out of or in connection with these
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License Terms shall be Hamburg, Germany.
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6.2 No side agreements. There are no verbal collateral agreements. Amendments or
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additions to this contract must be made in writing, and this requirement cannot be
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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
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by what the parties would have reasonably agreed in accordance with the originally
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intended purpose from an economic point of view. The same shall apply in the event of a
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loophole in 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
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agrees to this. |