sdk_pfl_flutter 2.1.0

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Au10tix Mobile SDK License Agreement
This Mobile SDK License Agreement (“SDK Agreement”) between You and Au10tix is ancillary to the Master Service Agreement and governs Your access and use, in whole or in part, of the Au10tix mobile software development kit, including the Android and iOS versions of the software development kit, and any related documentation, as may be provided to you by Au10tix from time to time (“Documentation”), code (including sample code), tools, and API(s), including any upgrades, modified versions, Updates, additions, and copies of the foregoing licensed to You by Au10tix (collectively “SDK”). By accepting this SDK Agreement, accessing or using the SDK, You hereby agree to the terms of this SDK Agreement. If You do not agree to all of the terms of this SDK Agreement, do not download, access, or use the SDK, or access or use any Au10tix Services (as defined below). Unless defined in this SDK Agreement, or the context requires otherwise, each capitalised term used in this SDK Agreement shall have the meaning set out in the Service Agreement.
1. License.
1.1. In consideration of the fees paid by You to Au10tix under the Service Agreement and the parties’ other obligations and responsibilities under this SDK Agreement, and subject to Your compliance with this SDK Agreement and the terms of the Service Agreement, Au10tix hereby grants You, for the limited duration of the Service Agreement, a limited, revocable, worldwide, personal, non-sublicensable, non-transferable, royalty-free, non-exclusive license to use the SDK solely for the purpose of using the Au10tix Online ID verification and Secure Onboarding Services pursuant to the Service Agreement, and any additional service rendered to You by Au10tix under the Service Agreement (collectively, “Services”) and in the manner permitted by these terms and those of the Service Agreement.
1.2. For the purposes of this clause 1, use of the SDK shall be restricted to use of the SDK in object code form.
2. Restrictions.
2.1. Except as expressly permitted in writing by Au10tix You shall not use the SDK other than as expressly set out in clause 1 of this SDK Agreement. In particular, but without limitation, you shall not directly or indirectly (or assist or allow a third party to) (i) distribute, sell, sublicense, rent, loan, lease, or transfer the SDK to any third party, (ii) use the SDK to create or facilitate the creation of any product or service that is competitive with the Service or Au10tix, including connecting to any other supply side platform or to any third party ad server using the SDK, or (iii) combine the SDK with other software such that You restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK. Further, if Au10tix makes available and You use the SDK in compiled form, You shall not copy (except that You may make one backup copy of the SDK for Your lawful use in accordance with the terms of this SDK Agreement and You shall record the location of that copy of the SDK and prevent any unauthorised copying of that backup copy), decompile, disassemble, translate, reverse engineer, modify, adapt, make error corrections or create derivative works of the SDK (including the runtime components and any other portions thereof).
   December 2021, Copyrights © 2021, Au10tix Ltd., All Rights Reserved.
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 2.2. You shall notify Au10tix as soon as You become aware of any unauthorized use of the SDK by any person.
3. Personal Data.
3.1. By accessing or using the SDK and any Services, You acknowledge and agree that the SDK will enable You to exchange information with Au10tix that may include Personal Data of Your Employees, Customers or other End User on your behalf, and You agree to and shall comply with all applicable laws, rules and regulations in regards to such exchange. You agree that prior to any use of the Services you shall enter into an appropriate Data Protection Agreement (“DPA”) to be agreed between You and Au10tix.
4. Ownership.
4.1. As between the parties, all title, ownership, and all intellectual property rights in and to the SDK, and any copies or portions thereof, shall vest in and remain exclusively with Au10tix. No rights to use the SDK, and any copy or portion thereof, are granted to You under this SDK Agreement other than those specifically described and expressly granted herein. All rights not expressly granted to you are reserved by Au10tix. Au10tix may collect and use comments, feedback, suggestions, and other information provided by You, if any, related to the SDK, and Au10tix may use this information to improve, develop, and otherwise provide applications, services and technologies without any obligation to You. Au10tix may modify or discontinue offering the SDK at any time. The SDK is protected by the various copyright laws and international copyright treaties. Nothing in this SDK Agreement gives You a right to use any of Au10tix trade names, trademarks, service marks, logos, or other distinctive brand features and other intellectual property. Au10tix reserves all rights in the SDK not expressly licensed in clause 1 of this SDK Agreement.
5. Updates and Support.
5.1. If Au10tix makes available any upgrades, patches, enhancements, improvements, fixes or similar for the SDK (“Updates”), such Updates will become part of the SDK and subject to this SDK Agreement. Au10tix shall have no obligation to provide any Updates or any other support to You for the SDK. Au10tix may make such support services available to You under a separate agreement and/or for a fee. Without prejudice to any written obligations between the Parties, Au10tix may permanently or temporarily stop providing the SDK, features within the SDK, or support for the SDK at Au10tix’s sole discretion, without prior notice.
6. Warranties; Disclaimer
6.1. AU10TIX AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SDK AND PROVIDES THE SDK (INCLUDING THE OPENCV SOFTWARE) TO YOU ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND AU10TIX EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS,
    December 2021, Copyrights © 2021, Au10tix Ltd., All Rights Reserved.
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 IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THE SERVICE OR THE SERVER(S) THAT MAKE THE SDK A V AILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AU10TIX FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF SDK WILL BE FREE FROM DEFECTS, OR THAT YOUR USE OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT YOU AND AU10TIX HAVE TAKEN THEM INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN IN RELATION TO THIS SDK AGREEMENT. THE ENTIRE RISK ARISING OUT OF THE (I) USE OF THE SDK OR (II) AS TO THE SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY OF THE SDK, REMAINS WITH YOU.
6.2. AU10TIX MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS SDK AGREEMENT SHALL NOT EXCEED THE HIGHER BETWEEN (I) TOTAL AMOUNT OF FEES PAID BY YOU TO AU10TIX UNDER THE SERVICE AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES, AND (II) TEN THOUSAND USD ($10,000). IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST REVENUS, PROFITS, FAILURE TO REALIZE SAVINGS, GOOD WILL, BUSINESS INTERRUPTION OR LOSS OF USE, LOSS OF DATA (INCLUDING CUSTOMER DATA), COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE DEVELOPMENT KIT, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3. THE SDK MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AU10TIX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
6.4. THE LIMITATIONS OF LIABILITY AND EXCLUSIONS SET FORTH IN THIS CLAUSE 7 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
7. Indemnifications
7.1. Au10tix will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that your use of the SDK in
FULLEST EXTENT PERMISSIBLE AT LAW, BUT
AU10TIX
DOES NOT
  EXCLUDE LIABILITY FOR:WILFUL MISCONDUCT OR FRAUD OR ANY
 OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
  December 2021, Copyrights © 2021, Au10tix Ltd., All Rights Reserved.
THE PARTIES AND SHALL APPLY TO THE
 3
 
 accordance with the terms of this SDK Agreement infringes or misappropriates such third party’s Intellectual Property Rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Au10tix in writing of, a Claim Against You, provided You (a) promptly give Au10tix written notice of the Claim Against You, (b) give Au10tix sole control of the defense and settlement of the Claim Against You (except that Au10tix may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Au10tix all reasonable assistance, at Au10tix’s expense. If Au10tix receives information about an infringement or misappropriation claim related to the SDK, Au10tix may in its discretion and at no cost to You (i) modify the SDK so that they it is no longer claimed to infringe or misappropriate, (ii) obtain a license or other right to use for Your continued use of the SDK in accordance with this SDK Agreement, or (iii) immediately terminate this SDK Agreement in writing. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the SDK is the basis of the Claim Against You; (2) the Claim Against You arises from the use or combination of the SDK or any part thereof with software, hardware, data, or processes not provided by Au10tix, if the SDK or use thereof would not infringe without such combination; or (3) a Claim Against You arises from Your breach of this Agreement.
7.2. The indemnity in clause 8.1 states Au10tix's entire liability and obligation and Your sole remedy for any claim arising from or related to a Claim Against You.
7.3. You, at Your sole cost and expense, shall indemnify and hold harmless Au10tix from any action based upon a claim resulting directly or indirectly from: (1) a breach of clause 2 (Restrictions), clause 5 (Third Party Open Source Software and Services) or clause 8 (Confidentiality), or (2) for any willful misconduct or negligent act or omission by You, Your Affiliates or Personnel, contractors, agents, or subcontractors of either (each a “Claim Against Au10tix”), and shall reimburse Au10tix for all damages, legal fees, expenses, attorney’s fees, costs of litigation and any costs finally awarded against Au10tix as a result of, or for amounts paid by Au10tix under a settlement of, a Claim Against Au10tix. Au10tix shall have sole control of the defense and settlement of any Claim Against Au10tix and You shall give Au10tix all reasonable assistance, at Your sole cost and expense, in relation to the Claim Against Au10tix.
8. Confidentiality
8.1. The Parties agree that the terms and conditions of section 9 of the Service Agreement are hereby incorporated into this SDK Agreement and shall apply equally to this SDK Agreement.
9. Termination.
9.1. This SDK Agreement and the license granted herein will automatically terminate upon termination of the Service Agreement. The Parties also may terminate this SDK Agreement at their convenience, with no cause, by providing the other Party with a 60 days prior written notice. If You breach any provision of this SDK Agreement, Au10tix may terminate this SDK Agreement and the license granted
  December 2021, Copyrights © 2021, Au10tix Ltd., All Rights Reserved.
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 herein immediately. Upon termination, by any cause and at any time, the license granted under this SDK Agreement will immediately terminate and You shall be obligated to cease immediately Your use of the SDK and immediately to destroy or delete and remove its content from all hard drives, networks, and other storage media all copies of the SDK, You also agree and authorize Au10tix to disable immediately Your use of the SDK.
9.2. Sections 2, 4, 7, 8 and 9 shall survive termination of this SDK Agreement.
10. Remedies.
10.1. You acknowledge and recognize that a breach of Your obligations under this SDK Agreement, may cause irreparable damage to Au10tix, and that the remedies as set by law may be inadequate to protect Au10tix’s Intellectual Property. Therefore, without prejudice to any other rights and remedies otherwise available to Au10tix, You acknowledge and agree, for the purposes of this SDK Agreement, to the granting of injunctive relief or other appropriate orders in favor of Au10tix, in order, inter alia, to restrain any such breach and prevent any unjust enrichment resulting therefrom, all that, without showing or proving any actual damages sustained by Au10tix.
11. Miscellaneous.
11.1. You shall not assign, novate or otherwise transfer the benefit or burden of the whole or part of this SDK Agreement to any third party or deal in any other manner with any or all of Your rights and obligations under this SDK Agreement. Au10tix may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this SDK Agreement. All amendments to this SDK Agreement will be made only in writing and signed by both parties. This SDK Agreement may be executed in counterparts (including by reliable digital means) all of which together will constitute a single agreement. To the extent there is a dispute between the implementation of the Service Agreement and the implementation of the SDK Agreement, the implementation of the Service Agreement shall prevail. The SDK Agreement shall not derogate any right or obligation of either of the parties under the Service Agreement.
11.2. The Parties agree that the terms and conditions of sections 14.5, 14.8, 14.10 and 14.12 of the Service Agreement are hereby incorporated into this SDK Agreement and shall apply equally to this SDK Agreement.
12. Governing Law; Dispute Resolution
12.1. This SDK Agreement shall be governed by and construed in accordance with English law, without regard to its conflict of law principles, and shall be subject to the exclusive jurisdiction of the High Court in London, England.