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synthetrick Software Development Kit (SDK) lite Beta License Agreement

1. Introduction

1.1. The synthetrick Sofware Development Kit (referred to in this Agreement as the "SDK") is licensed to you subject to the terms of this Agreement. The SDK also includes software updates, add-on components, templates and assets that syntheractive may make available to you, or that you obtain from the use of features or functionality of the SDK, to the extent that such items are not accompanied by a separate license agreement or terms of use.

1.2 This Agreement forms a legally binding contract between you and syntheractive in relation to your use of the SDK. syntheractive means SYNTHERACTIVE, S.L., company with offices located in Edificio CITIC, Campus de Elviña, s/n, 15008, A Coruña, Spain. Duly registered with the Commercial Registry of A Coruña (Volume 3.435, Sheet 188, Page number C-48.153). Tax Identification Number: B-70315171. Contact e-mail: info@syntheractive.com.

2. Accepting this Agreement

2.1 In order to use this SDK, you must first agree to this Agreement. The SDK is licensed, not sold. You can accept this Agreement by clicking to accept or agree to this Agreement, where this option is made available to you or by using the SDK.

2.2 If you are accpeting on behalf of your employer or other entity, you confirm that you have the authority to bind your employer or such entity to this Agreement. If you do not have the authority, you may not accept the Agreement or use the SDK on behalf of your employer or other entity.

3. SDK License from syntheractive

3.1 Subject to the terms of this Agreement, syntheractive grants you a limited, worldwide, non-assignable and non-exclusive license to use the SDK SOLELY TO DEVELOP APPLICATIONS TO RUN TOGETHER WITH THE SYNTHETRICK PLATFORM.

3.2 You agree that syntheractive owns all legal right, title and interest in and to the SDK, including any related Intellectual Property Rights. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other propietary rights. syntheractive reserves all rights not expressly granted.

3.3 You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK, or combine/bundle any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK.

3.4 You agree that the form and nature of the SDK that syntheractive provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that syntheractive may stop providing the SDK (or any features within the SDK) without prior notice.

3.5 Nothing in this Agreement gives you a right to use any syntheractive's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

3.6 You agree that you will not remove, obscure, or alter any propietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.

4. Use of the SDK by You

You agree to use the SDK and write applications only for purposes that are permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines. You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, which interferes with, disrupts or damages properties or services of syntheractive or any third party.

5. Third Party Applications

If you use the SDK to run applications developed by a third party or access data, content or resources provided by a third party, you agree that syntheractive is not responsible for those applications, data content or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that syntheractive is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content or resources.

6. Terminating this Agreement

6.1 This Agreement will continue to apply until terminated by either you or syntheractive as set out below. If you want to terminate this Agreement, you may do so by ceasing your use of the SDK.

6.2 syntheractive may at any time, terminate this Agreement with you if (a) you have breached any provision of this Agreement; or (b) syntheractive is required to do so by law; or (c) syntheractive decides to no longer providing the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by syntheractive is, in syntheractive's sole discretion, no longer commercially viable. syntheractive may further terminate this Agreement without reason and at any time giving one month notice. Notice of termination may be given by notification to you by email or regular mail using the addresses provided by you to syntheractive.

6.3 At termination, you must destroy all copies of the SDK and all of its components and confirm to syntheractive in writing that the destruction has been fullfilled.

7. Disclaimer of Warranties

7.1 You understand and agree that your use of the SDK is at your sole risk and that the SDK is provided "as is" and "as available" without warranty of any kind from syntheractive.

7.2 Your use of the SDK and any material downloaded or otherwise obtained in connection with the use of the SDK is at your own discretion and risk and you are solely responsible for any damage to your computer system or other device or loss of data that results from such use.

7.3syntheractive further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

8. Limitation of Liability

You understand and agree that syntheractive, its subsidiaries and affiliates, and its licensors shall not be liable to you under any theory of liability for any direct, indirect, incidental or consequential damages that may be incurred by you or any third parties, including any loss of data, whether or not syntheractive or its representatives have been advised of or should have been aware of the possibility of any such losses arising.

9. Indemnification

You agree to defend, indemnify and hold harmless syntheractive, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, and (c) any non-compliance by you with this Agreement.

10. Changes to the Agreement

syntheractive may make changes to the Agreement as it distributes new versions of the SDK. When these changes are made, syntheractive will make a new version of the Agreement available on the website where the SDK is made available.

11. General Legal Terms

11.1 This Agreement constitute the whole legal agreement between you and syntheractive and govern your use of the SDK (excluding any services which syntheractive may provide to you under a separate written agreement), and completely replace any prior agreements between you and syntheractive in relation to the SDK.

11.2 You agree that if syntheractive does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which syntheractive has the benefit of under any applicable law), this will not be taken to be a formal waiver of syntheractive's rights and that those rights or remedies will still be available to syntheractive.

11.3 You acknowledge and agree that each member of the group of companies of which syntheractive is the parent shall be third party beneficiaries to this Agreementand that such other companies shall be entitled to directly enforce, and rely upon any provision of this Agreement that confers a benefit on (or rights in favor of) them.

11.4 The rights granted in this Agreement may not be assigned by either you or syntheractive without the prior written approval of the other party. Neither you nor syntheractive shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

11.5 This Agreement and your relationship with syntheractive under this Agreement shall be governed and construed in accordance with Spanish Law. To the fullest extent permitted by law, the parties submit any and all disputes which may arise out of the interpretation and/or fulfilment of this Agreement to the Judges and Courts of the City of A Coruña, Spain, expressly waiving their right to any other jurisdiction.