millicast_flutter_sdk 1.2.0

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SOFTWARE DEVELOPMENT KIT (SDK) LICENSE AGREEMENT

MILLICAST, INC.
DEVELOPMENT KIT (SDK) LICENSE AGREEMENT

Thank you for your interest in Millicast, Inc. ("Millicast"), and its real time
communication platform and associated services (the "Service"), and related software
development kit, consisting of the documentation ("Documentation"), redistributable
libraries ("Libraries"), sample code ("Sample Code"), and other materials provided to you
directly in the applicable SDK download, and any upgrades, modified versions, additions,
and improvements therefor, if any (collectively, the "SDK") designed to enable software
developers to build applications on top of the Service.

This Software License Agreement (the "Agreement") governs use of the SDK by you, and/or
the entity on whose behalf you are downloading the SDK ("you"). BY DOWNLOADING,
INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ,
UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE
THE SDK. Accordingly, you and Millicast acknowledge and agree as follows:

1. LIMITED LICENSE. Subject to your complete and ongoing compliance with all the terms
and conditions set forth in this Agreement, including without limitation all license
limitations and restrictions set forth herein, Millicast grants you the following
limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
a. use, and (where applicable) authorize your employees to use, the Documentation
internally solely in connection with developing your own branded applications that
interoperate with the Service ("Applications");
b. incorporate unmodified Libraries into your Application, solely for the purpose of
enabling interoperability with the Service, solely in accordance with all applicable
Documentation and applicable terms, and subject to you obtaining and maintaining an API
key from Millicast, to distribute Libraries so incorporated in your compliant Application
to end users in executable form (except and solely to the extent that the Libraries are
written in a language that is traditionally delivered for runtime interpretation in
source code form); and
c. use, modify, and redistribute the Sample Code pursuant to the applicable open source
license, as identified in the headers or associated Documentation.

2. RESTRICTIONS. By accessing or using the SDK, you represent, warrant, and covenant that
(a) you are a person or business entity engaged in the development of software
applications, and (b) in the case of a business entity, you have the full power and
authority to bind such entity to the terms of this Agreement. References to "you" herein
shall refer to you, and/or the entity on whose behalf you are using the SDK, and all
individual users of the SDK on behalf of such entity. You acknowledge that the foregoing
license does not include any right to redistribute, sell, lease or license any portion of
the SDK. The license does grant the right to utilize the SDK within your Applications on
a public, production or commercial basis, and interact with the Millicast APIs in
accordance with applicable documentation. 

You may not reproduce, distribute, publicly display, or publicly perform any part of the
SDK, except as provided herein or in the applicable open source license. Except if, and
solely to the extent that, such a restriction is not authorized herein, or impermissible
under applicable law or applicable Third Party Software (defined below) license terms,
you may not (y) decompile, reverse engineer, or otherwise access or attempt to access the
source code for the SDK not made available to you in source code form, or make or attempt
to make any modification to the SDK; or (z) remove, obscure, interfere with or circumvent
any feature of the SDK, including without limitation any copyright or other intellectual
property notices, security, or access control mechanism. You may not use the SDK for any
purpose other than interoperating with the Service in a manner for which the SDK and
Service are expressly designed. If you are prohibited under applicable law from using the
SDK, you may not use them, and you will comply with all applicable laws and regulations
(including without limitation laws and regulations related to export controls) in
connection with your use of the SDK. Without limiting the generality of the foregoing,
you represent and warrant that the SDK will not be shipped, transferred or exported into
any country or used in any manner prohibited by the United States Export Administration
Act or any other export laws, restrictions or regulations (collectively the "Export Laws".
In addition, if the SDK is identified as export controlled items under the Export Laws,
you represent and warrant that you are not a citizen, or otherwise located within, an
embargoed nation (including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or
Syria and that you are not otherwise prohibited under the Export Laws from receiving the
SDK. You may not use the SDK for any purpose, or use the SDK in the development of any
Application that is for the purpose of lifesaving, emergency response, or otherwise for
deployment in any circumstance in which failure would be likely to lead to property
damage, environmental damage, personal injury, or death. ANY USE IN VIOLATION OF THE
FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.

3. RESERVATION OF RIGHTS. The SDK is owned by Millicast and licensed, not sold, to you.
The SDK, content, visual interfaces, interactive features, information, graphics, design,
compilation, computer code, products, services, and all other elements of the SDK and
related documentation (the "Millicast Materials"), are protected by copyright, trade
dress, patent, and trademark laws of the United States and other jurisdictions,
international conventions, and all other relevant intellectual property and proprietary
rights, and applicable laws. As between you and Millicast, all Millicast Materials,
including intellectual property rights therein and thereto, are the sole and exclusive
property of Millicast or its subsidiaries or affiliated companies and/or its third-party
licensors. You may not sell, license, distribute, copy, modify, publicly perform or
display, transmit, publish, edit, adapt, create derivative works from, or make any use of
the Millicast Materials except as expressly authorized hereunder. Millicast reserves all
rights not expressly granted in this Agreement. You do not acquire any right, title or
interest to the Millicast Materials, whether by implication, estoppel, or otherwise,
except for the limited rights set forth in this Agreement.

4. CONFIDENTIALITY. The SDK (including as embodied in or utilized by any Application) is
the confidential and proprietary information of Millicast, and you may not, during the
term or thereafter, disclose them to any third party, or to use them for any purpose
other than as expressly provided herein, without a separate written agreement with
Millicast authorizing you to do so.

5. FEEDBACK. If you provide Millicast with any comments, bug reports, feedback,
enhancements, or modifications proposed or suggested by you for the SDK or the Service
("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any
notice to the contrary you may include in any accompanying communication), and Millicast
shall have the right to use such Feedback at its discretion, including, but not limited
to the incorporation of such suggested changes into the Millicast Materials, SDK or
Service. You hereby grant Millicast a perpetual, irrevocable, transferable,
sublicensable, nonexclusive license under all rights necessary to so incorporate and use
your Feedback for any purpose, including to make and sell products and services.

6. THIRD PARTY SOFTWARE. The SDK consists of a package of components, including certain
third party software ("Third Party Software") that are provided by their authors under
separate license terms (the "Third Party Terms"), as described in more detail in the SDK.
Your use of the Third Party Software in conjunction with the SDK in a manner consistent
with this Agreement is permitted, however, you may have broader rights under the
applicable Third Party Terms and nothing in this Agreement is intended to impose further
restrictions on your use of the Third Party Software.

7. TERM AND TERMINATION. This Agreement will remain in effect until terminated. The
Agreement, and your rights and licenses hereunder, will terminate immediately upon your
breach of the Agreement. You may terminate the Agreement by uninstalling and ceasing all
use of the SDK. Millicast may terminate this Agreement at any time for any reason,
including without limitation any actual or suspected misuse or abuse by you of the SDK or
any violation of this Agreement. Following any termination of this Agreement, you must
immediately uninstall and cease use of the SDK, and destroy all copies. Sections 2, 3, 4,
5, 6, 7, 8, 8, 9, 10, and 11 shall survive any termination of this Agreement.

8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SDK AND ALL ASSOCIATED
DOCUMENTATION, LIBRARIES, AND SAMPLE CODE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT
WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MILLICAST
DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR
PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. MILLICAST
EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR
FUNCTIONALITY OF THE SDK, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF
ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SDK, OR THE QUALITY OR CONSISTENCY OF
THE SDK OR RESULTS OBTAINED THROUGH ITS USE. UNDER NO CIRCUMSTANCES WILL MILLICAST BE
LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES
WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SDK, EVEN IF MILLICAST HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL MILLICAST'S AGGREGATE LIABILITY FOR
DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS EXCEED THE GREATER OF AMOUNTS PAID BY
YOU FOR THE SDK, IF ANY, OR $50USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE
ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW.

9. INDEMNITY. You agree to indemnify, defend and hold Millicast and its affiliates,
officers, directors, suppliers, licensors, and other customers harmless from and against
any and all liability and costs, including reasonable attorneys' fees incurred by such
parties, in connection with or arising out of your Applications, your use or misuse of
the SDK, or your violation of this Agreement, any applicable law or regulation.

10. GOVERNING LAW; VENUE. Any claim relating to the SDK or Service shall be governed by
the laws of California, without regard to conflict of laws provisions. Disputes arising
under this shall be resolved in, and subject to the sole and exclusive jurisdiction of
the state and federal courts located in the Southern District of California.

11. MISCELLANEOUS. This Agreement is the entire agreement between you and Millicast, and
supersedes any and all prior agreements, negotiations, or other communications between
you and Millicast, whether oral or written, with respect to the subject matter hereof,
and, except as expressly provided herein, cannot be modified except in writing signed by
both parties. In the event that any provision of this Agreement is held to be invalid or
unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly
necessary to render such provision valid and enforceable, or if not capable of such
reformation shall be deemed severed from this Agreement; and (b) the validity and
enforceability of all of the other provisions hereof, shall in no way be affected or
impaired thereby. You may not assign this Agreement without the prior written consent of
Millicast, whether expressly or by operation of law, including in connection with a
merger or change of control, and any such attempted assignment shall be void and of no
effect. Millicast may assign this Agreement without restriction and without any notice to
you. Subject to the foregoing, this Agreement shall be binding on the parties and their
respective successors and permitted assigns. You acknowledge and understand that if
Millicast is unable to provide the SDK as a result of a force majeure event Millicast
will not be in breach of this Agreement. A force majeure event means any event beyond the
control of Millicast. The failure to exercise, or delay in exercising, a right, power or
remedy provided in this Agreement or by law shall not constitute a waiver of that right,
power or remedy. Millicast's waiver of any obligation or breach of this Agreement shall
not operate as a waiver of any other obligation or subsequent breach of the Agreement.
The English language version of this Agreement shall be the official and controlling
version, and any translation provided is solely for convenience. The SDK is a "Commercial
Item" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer
Software" and "Commercial Computer Software Documentation." If and to the extent the SDK
is supplied to or purchased by or on behalf of a United States government entity or an
entity licensing the SDK for or on behalf of a United States government entity, the SDK
is licensed (a) only as a Commercial Item and (b) with only those rights as are granted
to all other end users pursuant to the terms and conditions of this agreement.

Last updated: May 18, 2021