CAVO SOFTWARE DEVELOPER
KIT LICENSE AGREEMENT
This Software Development Kit License Agreement (the “Agreement“) is a legal agreement by and between Cavo – Connecting for a Safer World Ltd., an Israeli company having its principal place of business at Nahal Sorek 2 St. Hadera, Israel (the “Company”) and you, either as an individual, company or other legal entity (“you”). This Agreement take effect when you click the “Accept” button presented at the bottom of this Agreement (the “Effective Date”).
You must accept these terms and conditions in order to download, use, or access our proprietary software development kit, which includes classes, APIs, object and source code, code samples and documentation pertaining thereto (collectively, the “SDK“), for the purpose of displaying a link to the Company’s platform on your website and/or mobile application(s) (the “Website(s)” and “Mobile App(s)”, respectively), which will enable the Website and/or Mobile App’s end-users (the “End-User(s)”) to discreetly access the Company’s platform and use the Company’s services, all in accordance with the SDK’s documentations and this Agreement (the “Purpose“).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE SDK. BY CLICKING THE “ACCEPT” BUTTON BELOW AND/OR BY DOWNLOADING, INSTALLING AND/OR USING THE SDK (EITHER INDIVIDUALLY OR ON BEHALF OF THE ENTITY OR COMPANY THAT YOU DULY REPRESENT) YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT DO NOT MAKE ANY USE OF THE SDK.
- LICENSE GRANT. Subject to the terms and conditions of this Agreement, the Company hereby grants you, and you accept, a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable license to use the SDK solely in binary executable form and solely for the Purpose, all in accordance with the terms set forth in this Agreement. The conditions of this Agreement apply to any update, upgrade and additional component added to the SDK originally provided to you. In the case that these include a separate licensing agreement, its conditions will be in addition to the conditions of this Agreement, unless a separate agreement mutually executed by the parties specifies explicitly that its conditions prevail over this Agreement. The license granted hereunder will be provided by the Company under this Agreement for no consideration, however, the Company reserves the right to require at any time consideration from you for the license granted hereunder, at its sole discretion, and upon prior notice to you. In such event, the Company will execute a separate agreement with you which will include the payment terms
- THE SDK’S SERVICES. The Company will provide you with the SDK’s documentation, including without limitation, a technical integration kit and guide. In addition, the Company may, but is not obligated to, provide you with any support, upgrades, modifications or new releases of the SDK, as applicable. The Company may, at any time, change, revise, amend and modify the functionality of the SDK and perform fixes thereto.
- OWNERSHIP. The SDK is not for sale and is and shall remain Company’s sole property. All right, title, and interest, including any intellectual property rights (including, without limitation, patents, patent applications, copyrights, moral rights, trade secrets, trademarks, designs, source code, object code, mask works, databases, algorithms, formulae, processes, etc. all whether or not registered or capable of being registered) evidenced by or embodied in and/or attached/connected/related to the SDK and any and all modifications, improvements and/or derivative works thereof are and shall remain owned solely by the Company or its licensors. This Agreement does not convey to you an interest in or to the SDK but only a limited revocable right to use the SDK in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law. Subject to the Company’s full and exclusive ownership of the SDK, you will own all right, title, and interest in and to your Website(s) and/or Mobile App(s). If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the SDK (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate any such Feedback into the SDK and/or other current or future products or services of the Company (without your approval and without further compensation to you).
- DATA AND ANALYTICS INFORMATION. The integration of the SDK into the Website(s) and/or Mobile App(s) does not involve transferring of End User’s personal data from you to the Company. When using, connecting or accessing the Company’s services via the SDK, the End-Users will leave the Website(s) and/or Mobile App(s), and enter into the Company’s platform. Any data provided by the End-Users while using the Company’s services will be collected, monitored, stored, used and otherwise processed by the Company in accordance with the Company’s policies available on the Company’s platform. The Company may collect, disclose, publish and use in any other manner anonymous information which derives from the use of the SDK (i.e., non-identifiable information, aggregated and analytics information) (“Analytics Information”), in order to provide and improve the Company’s services and for any legitimate business purpose. The Company is and shall remain the sole and exclusive owner of the Analytics Information.
- THIRD PARTY COMPONENTS. The SDK is based on software which is developed and owned by the Company and/or its licensors. The SDK may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components“). Your right to use such Third Party Components as part of, or in connection with, the SDK is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the SDK or any portion thereof (except for the Third Party Components contained therein and except for certain components of the SDK which are licensed under the Apache License and available at: [iOS, Android, Web, React Native, Flutter]) be deemed to be “open source” or “publicly available” software. A list of Third Party Components is available in the SDK or its documentation and will be updated from time to time. The licenses of certain Third Party Components may require the provision of the source code of these Third Party Components. With respect to any licenses of Third Party Components that require the provision of the open source code of these Components, the Company will provide you and any third party, during a period set forth by each such license, for a charge of no more than Company’s cost of physically performing source distribution, a complete machine-readable copy of the corresponding source code, on a medium customarily used for software interchange. For that purpose, you should contact the Company at: email@example.com.
- PROHIBITED USES. Except as specifically permitted herein, without the prior written consent of the Company, you agree not to (nor permit anyone else to), directly or indirectly: (i) modify, incorporate into or with other software, or create a derivative work of any part of the SDK; (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute or reproduce the SDK (or any part thereof) for the benefit of third parties; (iv) disclose the results of any benchmarking of the SDK, or use such results for your own competing software development activities or use the SDK and/or any information derived from its functionality in order to build or support, and/or assist a third party in building or supporting, products or services which are competitive to the Company’s business; (v) modify, disassemble, decompile, reverse engineer, revise or enhance the SDK or attempt to discover the SDK’s source code or the underlying ideas or algorithms of the SDK; (vi) remove or otherwise modify any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed, incorporated, included or attached to the SDK or copy the SDK manuals, on-line documentation, or any written materials accompanying the SDK; (vii) use the SDK for purposes other than the Purpose, or other than in compliance with the terms of this Agreement; (viii) use the SDK in a manner not authorized herein and/or that violates or infringes any rights of any third party, including but not limited to, right of privacy, proprietary rights or intellectual property rights; and/or (ix) use any open source or other free software in such a manner that would require disclosure of the source code of the SDK to you or to any third party. The SDK may be subject to export control laws. You agree that you will not ship, transfer, or export the SDK into any country, or make available or use the SDK in any manner, prohibited by applicable laws.
- LAWFUL USE. The SDK should be installed in accordance with the instructions set forth in the SDK’s documentation. You hereby declare and agree that you shall only use the SDK in a manner that complies with all applicable laws in the jurisdiction in which you use the SDK, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property rights.
- CONFIDENTIALITY. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.
- REFERENCE CUSTOMER. You agree that the Company may identify you as a user of the SDK and use your trademark and/or logo (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by the Company on its website and/or on its social media accounts for promotional purposes.
- TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SDK IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY OR ITS AFFILIATES, AGENTS, RESELLERS, LICENSORS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (“COMPANY’S REPRESENTATIVES”) DO NOT WARRANT THAT THE SDK WILL MEET YOUR REQUIREMENTS OR THAT THE SDK’S OPERATION WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY AND THE COMPANY’S REPRESENTATIVES EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF THE SDK, RELIABILITY, SYSTEM INTEGRATION, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
- LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY AND THE COMPANY’S REPRESENTATIVES SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DIRECT AND INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES AND LOSSES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY YOU OR ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SDK AND/OR ANY USE (INCLUDING THE END USER’S USE) OF OR INABILITY TO USE THE SDK AND THE COMPANY’S PLATFORM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SDK IS AT YOUR OWN RISK. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY’S AND THE COMPANY’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SDK SHALL BE LIMITED TO $US 10.00 THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
- INDEMNIFICATION. You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your unauthorized use of the SDK; or (ii) your violation of any term of this Agreement.
- TERM AND TERMINATION. This Agreement shall enter into force and effect on the Effective Date. The initial term of this Agreement shall commence on the Effective Date and shall remain in effect until one (1) year following the Effective Date (“Initial Term“). Thereafter, this Agreement shall be renewed automatically for successive one (1) year terms (each, a “Renewal Term“). The Initial Term, together with any applicable Renewal Terms, shall be referred to as the “Term“. Either party may terminate this Agreement during the Term for any reason by providing the other party with at least thirty (30) days prior written notice of cancellation, unless otherwise agreed by the parties in a separate executed agreement. Upon termination or expiration of this Agreement: (i) the licenses granted to you in this Agreement shall expire and you shall discontinue all further use of the SDK; (ii) you shall immediately remove the SDK from all hard drives, networks and other storage media and destroy all copies of the SDK in your possession or under its control and certify such destruction in a written notice to the Company made within seven (7) days of Company’s request. All provisions of the Agreement which by their language or nature should survive the termination of this Agreement will survive the termination of this Agreement. Termination of this Agreement shall not limit the Company from pursuing any other remedies available to it under the applicable law.
- MISCELLANEOUS. This Agreement represents the complete agreement concerning the licenses granted herein and the subject matter hereof and may be amended only by a written agreement executed by both parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification. This Agreement shall be governed by and construed under the laws of the State of Israel without reference to principles and laws relating to the conflict of laws. The competent courts of Tel-Aviv, Israel shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. This Agreement shall be non-exclusive to either party. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.
BY CLICKING THE “ACCEPT” BUTTON BELOW AND/OR BY DOWNLOADING, INSTALLING AND/OR USING THE SDK, YOU ACKNOWLEDGE THAT (A) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (B) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (C) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF THIER ORGANIZATION, AND (D) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS ON YOUR BEHALF.