Octet SDK License Agreement.

The “Software” is comprised of the Octet software development kit (including wrapper software, APIs and sample code) provided to you in source and/or object code format that is designed to enable you to utilize the Octet location verification service. Octet may also provide technical documentation to you in relation to the Software (the “Documentation”). In addition, “Distributable Components” means (a) any sample code included in the Software (“Sample Code”) and any modifications you make thereto (“Modified Sample Code”). “Models” means the positioning, propagation, signal, or other reference models, including any machine-learned models, included in or used by the Software to generate, process, or verify location proofs.

In order to access and use the Software and Documentation, you must follow the registration and/or credentialing requirements established by Octet for access and use to the Software and Documentation. Where applicable, you will pay the fees as set forth in the Octet Pricing List. You will pay invoices within thirty (30) days from the date of the invoice. All payment obligations are non-cancelable and all amounts paid are non-refundable. The fees are exclusive of taxes, levies, or duties imposed by taxing authorities, if any, and you will be responsible for payment of all such taxes, levies, or duties, excluding taxes based on Octet’s income. You represent and warrant that the billing and contact information provided to Octet is complete and accurate, and Octet will have no responsibility for any invoices that are not received due to inaccurate or missing information provided by you. You will pay interest on all payments past due at the rate of 1.5% or the maximum rate allowed by law, whichever is less. Octet may terminate this Agreement and revoke your license if your non-payment has not been cured within thirty (30) days of Octet’s written notice of non-payment. You will remain responsible for your payment obligation regardless of any termination for non-payment.

The Software and Documentation are licensed and not sold. Subject to your compliance with this Agreement, Octet hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, license to: use the Sample Code and create Modified Sample Code solely to internally evaluate and integrate your applications (“Your Applications”) with the Software; distribute the Distributable Components (in object code format only) solely as integrated in Your Applications for internal use by end users of Your Applications; and use the Documentation internally solely in order to develop and support Your Applications that interoperate with the Software.

You acknowledge that any components provided with the Software that are licensed under an open source software license (“Open Source Components”) are not part of the Software licensed hereunder and are subject to and governed solely by the terms of the applicable license(s) or other terms and conditions for those components, and not by this Agreement.

Except as otherwise expressly authorized herein, you will not directly or indirectly: use, disclose, modify, sublicense, sell, assign, distribute or otherwise exploit in any manner the Software or Documentation (or any modifications or derivative works thereof), including that you will not directly or indirectly use the Software or Documentation (or any modifications or derivative works thereof) to create or facilitate the creation of, or otherwise incorporate any portion of the Software or Documentation in, any product or service that is competitive with any Octet products or services, use the Software to perform comparisons or other “benchmarking” activities, remove any proprietary notices or branding from the Software or Documentation and/or use in violation of any applicable laws or regulations or otherwise outside of the scope of the license granted in Section 3. You will protect the confidentiality of the Software and Documentation using those measures that you use to protect your most sensitive software and information (which must be at least reasonable measures) and will provide copies of the Software and Documentation only to your employees who have a need-to-know for the purposes of developing and supporting Your Applications. You will immediately notify us of any unauthorized use, access to or disclosure of the Software or Documentation of which you become aware.

You must not modify, distribute or convey the Software so that the Software or any application to which it links, or of which it is a part, becomes subject to an Excluded License. An “Excluded License” is one that requires, as a condition of license, use, modification, distribution or conveyance, that the code be disclosed or distributed in source code form, others have the right to modify or create derivative works of it and/or it becomes redistributable at no charge.

The Software is a location verification tool whose output may be inaccurate, delayed, or unavailable. The Software is not designed, intended, or authorized for use in any application where failure, inaccuracy, or unavailability of the Software could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, including without limitation: (a) aviation, aerospace, or air traffic control systems; (b) autonomous vehicle navigation or control, including self-driving cars, drones, or unmanned aerial vehicles where positioning data informs flight or driving decisions; (c) life support, surgical, or other medical devices; (d) nuclear facilities; (e) weapons systems or military targeting; or (f) any other application in which the output of the Software is used as a primary or sole source of positioning, location, or timing data for safety-critical decisions (collectively, “High-Risk Use”). You will not use the Software for any High-Risk Use, and you will include in the end user terms for Your Applications a prohibition on High-Risk Use by your end users substantially equivalent to this Section. You assume all risk of, and will defend, indemnify and hold Octet harmless from and against, any claims arising from or relating to any High-Risk Use of the Software, whether or not such use was authorized under this Agreement.

As between you and Octet, all right, title and interest in and to the Software, Modified Sample Code (which will be deemed part of the Software for purposes hereof) and Documentation, including portions thereof (collectively, “Octet IP”), shall be and remain with Octet. To the extent you obtain any right, title or interest in or to any Octet IP, you hereby assign all right, title and interest in and to such Octet IP to Octet, and you hereby waive any moral or similar rights in such Octet IP, to the maximum extent permitted by applicable law. You understand that Octet may modify or discontinue offering the Software at any time without notice. The Software and Documentation is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement gives you a right to use any of Octet’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. Octet does not grant any and reserves all rights not expressly and unambiguously granted herein.

If Octet provides you with any updates, upgrades, patches, enhancements or fixes for the Software or Documentation that it makes generally available free of charge in connection with the Software, then the items that are provided will become part of the Software or Documentation, as applicable, and subject to this Agreement.

You shall, at your own expense, be solely responsible for providing technical support and training to your customers for Your Applications, and Octet shall have no obligation with respect thereto. You shall be solely responsible for, and Octet shall have no obligation to honor, any warranties that you provide to your customers or to end users with respect to the Software, Your Applications, Models or Open Source Components.

You agree that Octet shall have no liability whatsoever for any use you make of the Software, Your Applications, Models or Open Source Components, including in relation to any warranties you provide with respect thereto. You hereby agree to indemnify, defend and hold harmless Octet and its affiliates, and each of their directors, officers, employees and agents, from any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) Your Applications or any product or service into which the Software is incorporated; (b) your use, distribution or other exploitation of the Software or Open Source Components; (c) your breach of this Agreement, including without limitation Section 4 (Restrictions) and Section 4A (High-Risk Use); (d) any High-Risk Use of the Software, whether or not authorized; (e) your violation of any law or regulation, including without limitation export control, sanctions, anti-corruption, and data protection or privacy laws (including GDPR, CCPA, BIPA, and any analogous law); (f) any claim by your end users or any third party arising from data collected, processed, or transmitted by Your Applications; and (g) any combination of the Software with hardware, software, services, or data not provided by Octet.

You are solely responsible for: (a) all data collected, processed, transmitted, or stored by Your Applications, including any location, device identifier, IP address, or other personal data of your end users (“End User Data”); (b) providing all notices to and obtaining all consents from your end users required under applicable law for the collection, processing, and transmission of End User Data; (c) maintaining a privacy policy that accurately describes the data practices of Your Applications; and (d) complying with all applicable data protection and privacy laws, including without limitation the EU General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act / California Privacy Rights Act (“CCPA”), the Illinois Biometric Information Privacy Act (“BIPA”), and any analogous law. As between you and Octet, you are the controller (or equivalent) of all End User Data. Octet does not warrant that the Software is, by itself, compliant with any specific privacy law, and your use of the Software in a manner that complies with such laws is your sole responsibility.

This Section 7B is operative as of the effective date of this version of the Agreement.

From and after the activation of this Section 7B, the Software may transmit to Octet a cryptographic proof generated on the end user device (a “Proof”).

Octet will retain each Proof solely for the purpose of generating Derived Data (defined below) and will destroy or render permanently inaccessible the original Proof within twenty-four (24) hours of receipt.

“Derived Data” means data, signatures, statistics, and other outputs that Octet generates from or based on Proofs, including without limitation device-linked signatures derived from the location elements of Proofs and counts of adherence by a given device identifier to particular Proof patterns. Derived Data does not include the original Proofs themselves.

You hereby grant, and you represent and warrant that you have obtained from your end users all rights necessary to grant, Octet a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to: receive, store (subject to the 24-hour limit above), and process Proofs for the purpose of generating Derived Data. As between you and Octet, Octet owns all right, title, and interest in and to Derived Data and may use and commercialize Derived Data without restriction. For the avoidance of doubt, Octet's ownership of Derived Data is absolute and includes the right to create, modify, retain, use, sublicense, commercialize, and otherwise exploit Derived Data without further consent from, payment to, or obligation to you or your end users. The destruction of Proofs under this Section does not require destruction of Derived Data.

You will, prior to enabling the Proof transmission, obtain from each affected end user all consents required under applicable law for: (a) the transmission of Proofs to Octet; (b) Octet’s use of Proofs to generate Derived Data; and (c) Octet’s ownership and unrestricted use of Derived Data linked to the end user’s device identifier.

As between you and Octet with respect to Proofs and Derived Data, you and Octet are independent controllers (and not joint controllers or processor/controller). Each party is responsible for its own compliance with applicable privacy laws with respect to its own processing activities.

If an end user exercises a right of deletion under GDPR, CCPA, or any analogous law, you will use commercially reasonable efforts to identify the relevant device identifier and notify Octet within fifteen (15) business days. Upon receipt of such notice, Octet will use commercially reasonable efforts to cease further generation of Derived Data linked to that device identifier; provided, that Octet is not obligated to delete Derived Data that has been incorporated into aggregate statistical products from which the individual contribution cannot reasonably be isolated.

This Agreement will be in effect for so long as you are using the Software. You may terminate this Agreement and the license granted herein at any time. In addition to all other available remedies, Octet may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement, provided that this Agreement and the license granted herein will immediately terminate upon your breach of Section 4 or Section 4A. Upon termination, you must destroy or remove from all hard drives, networks, and storage media, all copies and extracts of the Software and Documentation. All remedies for breach, and Sections 4 through 14 (but not 6.1), shall survive any termination of this Agreement.

You shall comply with all laws, rules and regulations of the Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”), and other United States or foreign agency or authority, and not export, or allow the export or re-export of the Software or Documentation in violation of any such restrictions, laws or regulations. By downloading or using the Software or Documentation or exercising any of the rights granted in this Agreement, you are agreeing to the foregoing and representing and warranting that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed good or services or similar restrictions, and you are not identified as a “Specially Designated National” by OFAC, you are not placed on the U.S. Commerce Department’s Denied Persons List or any similar lists, and you will not access or use the Software or Documentation if any applicable laws in your country prohibit you from doing so in accordance with this Agreement or limit the terms of this Agreement.

All Software is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, transfer or disclosure of the Software by any agency, department or other entity of any government, shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein or in a writing signed by an authorized signatory on behalf of Octet. No other rights are granted.

This Agreement contains the complete agreement between you and Octet regarding the Software and Documentation and supersedes all prior agreements and representations between you and Octet regarding the Software and Documentation. This Agreement may be amended by Octet from time to time. Octet will provide notice of material amendments by posting the updated Agreement at the URL designated by Octet and updating the version identifier. Your continued use of the Software thirty (30) days after such notice constitutes your acceptance of the amended Agreement. Notwithstanding the foregoing, your use of any Software, feature, or service first made available on or after the date an amendment is posted constitutes immediate acceptance of the amended Agreement. If you do not agree to an amendment, your sole remedy is to cease use of the Software and terminate this Agreement under Section 11. Any waiver of any provision of this Agreement must be in a writing signed by an authorized representative of the waiving party. You agree to promptly provide Octet with all information and documentation that Octet requests to verify your compliance with this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, it shall be reformed to the limited extent necessary to make it enforceable. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflicts of laws provisions. The courts located in the County of Santa Clara, California, will have exclusive jurisdiction and venue under this Agreement.

You may not assign or transfer any part of this Agreement to any third party. Octet may assign and transfer this Agreement without consent to an affiliate or successor to all or substantially all of its business or assets to which this Agreement relates. Any breach of this Agreement by you would cause irreparable injury to Octet for which no adequate remedy at law exists, and you agree that equitable remedies, including injunctive relief and specific performance, are appropriate remedies to redress any such breach or threatened breach, in addition to all other remedies available. As used herein, “including” means “including without limitation”.