Tapcore Software Development KIT License Agreement

Revision of: January, 2017

Introduction

The Tapcore Software Development Kit (referred to in the License Agreement as the "SDK" and specifically including the Tapcore system files, packaged APIs, and Tapcore APIs add-ons) is licensed to you subject to the terms of this License Agreement.

The License Agreement forms a legally binding contract between you and Tapcore B.V. in relation to your use of the SDK within your Android apps.

"Android" means the Android software stack for devices, as made available under the Android Open Source Project, which is located at the following URL: http://source.android.com/, developed and owned by Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States.

The SDK is owned and provided to you by Tapcore B.V.

This License Agreement is an integral part of Terms of Service available at www.tapcore.com.

Accepting this License Agreement

In order to use the SDK, you must first agree to this License Agreement and the Terms of Service. You may not use the SDK if you do not accept mentioned documents.

By clicking to accept, you hereby agree to this License Agreement and to the Terms of Service.

You may not use the SDK and may not accept this License Agreement and the Terms of Service if you are a person barred from receiving the SDK under the laws of the United States, EU or other countries, including the country in which you are resident or from which you use the SDK.

If you are agreeing to be bound by the License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or other entity.

SDK License from Tapcore

Subject to the terms of the License Agreement, Tapcore grants you a limited, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to use the SDK solely to implement it within your app.

You may not use this SDK to develop similar products (for Android as well as for any other platforms) or to develop another SDK.

You agree that Tapcore and its partners own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK.

"Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.

Tapcore reserves all rights not expressly granted to you.

You may not use the SDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, you may not:

  1. 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
  2. load any part of the SDK onto any hardware device except a personal computer, combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK, other than non-commercial and/or testing purposes.

Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement.

You agree that the form and nature of the SDK that Tapcore provides may change without prior notice to you and that future versions of the SDK may be incompatible with mobile apps developed on previous versions of the SDK. You agree that Tapcore may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Tapcore's sole discretion, without prior notice to you.

Nothing in the License Agreement gives you a right to use any of Tapcore's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

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

Use of the SDK by You

Tapcore agrees that it obtains no right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.

You agree to use the SDK and develop mobile apps only for purposes that are permitted by (a) the License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, United States or other relevant countries).

You agree that if you use the SDK to develop/make available mobile apps for general public users, you will protect the privacy and legal rights of those users as well as Tapcore’s rights. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your mobile app, and you must provide legally adequate privacy notice and protection for those users. If your mobile app stores personal or sensitive information provided by users, it must do so securely.

Anyway, Tapcore is not responsible for any breaches, arisen from your using of mentioned data.

You agree that you will not engage in any activity with the SDK, including the development or distribution of an mobile app, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party.

You agree that you are solely responsible for (and that Tapcore has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through mobile apps for Android, (as well as through any other platforms/channels/products, which may be compatible with Tapcore products in future) and for the consequences of your actions (including any loss or damage which Tapcore and/or its partners/users may suffer) by doing so.

You agree that you are solely responsible for (and that Tapcore has no responsibility to you or to any third party for) any breach of your obligations under the License Agreement, any applicable third party contract or documents available at www.tapcore.com, or any applicable law or regulation, and for the consequences (including any loss or damage which Tapcore or any third party may suffer) of any such breach.

You agree that SDK is provided ‘’as is’’ and Tapcore is not responsible for any damages and/losses, which may arise upon its using (especially when such using is not correct).

Privacy and Information

In order to continually innovate and improve the SDK, Tapcore may collect certain usage statistics from your software/apps including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used. Accepting this License Agreement you agree with this provision. If you withhold consent, the information will not be collected.

The data collected is examined in the aggregate to improve the SDK and Tapcore services.

Third Party Applications

If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Tapcore 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 Tapcore 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.

You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.

You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties.

Using third parties APIs

If you use any API to retrieve data from third parties, you acknowledge that the data may be protected by intellectual property rights which are owned by those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.

If you use any data from Tapcore, you acknowledge and agree that you shall retrieve data only with such data owner’s (for instance, user’s) consent and only when, and for the limited purposes for which, such party has given you permission to do so.

Terminating this License Agreement

The License Agreement will continue to apply until terminated by either you or Tapcore as set out below.

If you want to terminate the License Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials.

Tapcore may at any time, terminate the License Agreement with you if: (a) you have breached any provision of the License Agreement; or (b) Tapcore is required to do so by law; or (c) the partner with whom Tapcore offered certain parts of SDK (such as, if applicable, APIs) to you has terminated its relationship with Tapcore or ceased to offer certain parts of the SDK to you; or (d) Tapcore decides to no longer provide the SDK or certain parts of the SDK to partners in the country in which you are resident or from which you provide your services, or the provision of the SDK or certain SDK services to you by Tapcore is, in Tapcore 's sole discretion, no longer commercially viable

When the License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Tapcore have benefited from, been subject to (or which have accrued over time whilst the License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 13.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY 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 TAPCORE.

YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR AND/OR THIRD PARTIES APPS, COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

TAPCORE 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.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TAPCORE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT TAPCORE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless TAPCORE, 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 mobile app you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with the License Agreement or applicable law and regulations.

Changes to the License Agreement

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

General Legal Terms

The License Agreement constitutes the whole legal agreement between you and Tapcore and governs your use of the SDK (excluding any services which Tapcore may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Tapcore in relation to the SDK.

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

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions of the License Agreement will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which Tapcore is the parent shall be third party beneficiaries to the License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the License Agreement.

EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO EU LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

The rights granted in the License Agreement may not be assigned or transferred by you without the prior written approval of Tapcore. You shall not be permitted to delegate your responsibilities or obligations under the License Agreement without the prior written approval of Tapcore.

This License Agreement shall be governed and construed by the law of England and Wales. All disputes arising in connection with this License Agreement are subject to mandatory pre-trial settlement by the Parties, and in case of failure to reach agreement during the pre-trial settlement of the dispute – in the court having jurisdiction at the location of Tapcore B.V. Notwithstanding this, you agree that Tapcore shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

In case of any conflicts between this License Agreement and the Terms of Service, the latter shall prevail.

Only the English version of this document has legal effect. Any translations of this document to other languages are provided for your convenience only

Tapcore contact details:
Schoolstraat 174, 2252 CN Voorschoten, Netherlands