HYPRMX MOBILE, LLC
SDK END USER LICENSE AGREEMENT (ÒAgreementÓ)

BY USING THE HYPRMX MOBILE, LLC (ÒHYPRMXÓ) SOFTWARE DEVELOPMENT KIT AND OTHER MATERIALS ACCOMPANYING THIS AGREEMENT, YOU ("DEVELOPER") AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE THE ACCOMPANYING SOFTWARE AND MATERIALS AND DELETE THEM INSTEAD.

The materials subject to this Agreement and available for download to Developers may include software in both source code ("Source Code") and object code ("Object Code") versions, documentation ("Documentation) and other materials (collectively, these materials referred to herein as "Materials"). 

License: Subject to the terms of this Agreement, HyprMX hereby grants to Developer a paid-up, royalty-free, non-transferable, non-sublicensable, nonexclusive license to possess and to use the Materials. Developer may install and use multiple copies of the Materials on a shared computer or concurrently on different computers, and make multiple back-up copies of the Materials, solely for LicenseeÕs use within DeveloperÕs company.

The following terms apply to the specified type of Material:

	1. Source Code: Developer shall have the right to modify and create derivative works with the Source Code. Developer shall own any derivative works ("Derivatives") it creates to the Source Code, provided that Developer uses the Materials in accordance with the terms and conditions of this Agreement. Developer may distribute the Derivatives, provided that all HyprMX copyright notices and trademarks are used properly and the Derivatives include the following statement: "This software contains source code provided by HYPRMX MOBILE, LLC."

	2. Object Code: Developer agrees not to disassemble, decompile or reverse engineer the Object Code versions of any of the Materials. Developer acknowledges that certain of the Materials provided in Object Code version may contain third party components that may be subject to restrictions, and expressly agrees not to attempt to modify or distribute such Materials without first receiving consent from HyprMX. 

No Other License: No rights or licenses are granted by HyprMX to Developer under this Agreement, expressly or by implication, with respect to any proprietary information or patent, copyright, trade secret or other intellectual property right owned or controlled by HyprMX, except as expressly provided in this Agreement.

Intellectual Property Ownership: All rights, title, interest and copyrights in and to the Materials are owned by, and expressly reserved to, HyprMX or its suppliers.

Term of Agreement: This Agreement will automatically terminate if Licensee fails to comply with any of the terms and conditions hereof. In such event, Licensee must destroy all copies of the Materials and all of its component parts.  HyprMX may, in its sole discretion, suspend or terminate all license grants and any other rights provided under this Agreement at any time.

No Support: HyprMX has no obligation to support or to continue providing or updating any of the Materials.

No Warranty: THE MATERIALS PROVIDED BY HYPRMX TO DEVELOPER HEREUNDER ARE PROVIDED "AS IS." HYPRMX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Limitation of Liability: HYPRMX SHALL NOT BE LIABLE TO DEVELOPER, DEVELOPERÕS CUSTOMERS, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER DEVELOPER FOR ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES (WHETHER IN AN ACTION IN CONTRACT, TORT OR BASED ON A WARRANTY), EVEN IF HYPRMX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL HYPRMXÕS AGGREGATE LIABILITY TO DEVELOPER OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH OR UNDER DEVELOPER EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY DEVELOPER TO HYPRMX FOR THE USE OF THE MATERIALS.

Feedback: In the event Developer contacts HyprMX to request Feedback (as defined below) on how to optimize DeveloperÕs product for use with the Materials, the following terms and conditions apply the Feedback:

	1. Exchange of Feedback. Both parties agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in code form (ÒFeedbackÓ), relating to (i) the Materials; (ii) DeveloperÕs products; (iii) DeveloperÕs use of the Materials; or (iv) optimization of DeveloperÕs product with HyprMXÕs product offerings. In the event either party provides Feedback to the other party, the party receiving the Feedback may use and include any Feedback that the other party voluntarily provides to improve the (i) Materials or other related HyprMX technologies, in the case of HyprMX; or (ii) DeveloperÕs product or other related Developer technologies, in the case of Developer. Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective developers may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) Materials or other related technologies; or (ii) DeveloperÕs products or other related technologies, respectively, without the payment of any royalties or fees.

	2. Residual Rights. Developer agrees that HyprMX shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) (ÒResidualsÓ), contained in the (i) Feedback provided by Developer to HyprMX; (ii) DeveloperÕs products, in source or object code form, shared or disclosed to HyprMX in connection with the Feedback; or (c) DeveloperÕs confidential information voluntarily provided to HyprMX in connection with the Feedback, which are retained in the memories of HyprMXÕs employees, agents, or contractors who have had access to such (i) Feedback provided by Developer to HyprMX; (ii) DeveloperÕs products; or (c) DeveloperÕs confidential information voluntarily provided to HyprMX, in connection with the Feedback. Subject to the terms and conditions of this Agreement, HyprMXÕs employees, agents, or contractors shall not be prevented from using Residuals as part of such employeeÕs, agentÕs or contractorÕs general knowledge, skills, experience, talent, and/or expertise. HyprMX shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.

Miscellaneous: This Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements executed and fully performed within such state.  The parties irrevocably consent to the exclusive personal and subject matter jurisdiction and venue of courts located in New York, NY with respect to any and all disputes arising with respect to this Agreement and the performance of obligations hereunder.  This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement may only be modified in writing signed by an authorized officer of HyprMX. Developer agrees that it will not ship, transfer or export the Materials into any country, or use the Materials in any manner, prohibited by the United States Bureau of Industry and Security or any export laws, restrictions or regulations. 


Revised: May 25, 2016