Opt Out SDK Licentieovereenkomst

SDK LICENSE AGREEMENT ("Agreement")

Before you ("you" OR "Licensee") acquire the SDK, please read all of the terms and conditions as set out in this Agreement. Your use of the SDK is subject to the terms and conditions set forth in this Agreement. By clicking the "I Agree" button, downloading, using and/or executing any part of the SDK, you (on behalf of yourself and/or your company) confirm to be bound to this Agreement. As such, a legal agreement between you and Opt-Out (also "we" or "Licensor") is established. If you do not agree to any part of the Agreement you are required to immediately refrain from any use of the SDK and to permanently delete all copies of the SDK.

1. DEFINITIONS

1.1. "Opt-Out" means Opt Out Holding B.V. registered by the Dutch Chamber of Commerce 82065454

1.2. "SDK" includes any documentation, software, both source code and object code, sample applications, emulator, tools, libraries, APIs, data, and any other materials provided by Opt-Out to you for use in connection with (development of) your [iOS] application, and includes any updates that may be provided by Opt-Out.

1.3. "Opt-Out Services" means the core services provided by Opt-Out, i.e. facilitating the delivery of advertisements without the use of personal data. Provision of the Opt-Out Services is governed by a separate agreement.

1.4. "You" (or "Your") shall mean an individual or a legal entity exercising the permissions granted by this License.

2. LICENSE GRANT.

2.1. Subject to the terms and conditions of this Agreement, Opt-Out hereby grants you a royalty-free, non-exclusive, non-transferable, revocable and worldwide license to download and use the SDK for the sole purpose of connecting to and using the Opt-Out Services.

3. RESTRICTIONS

3.1. Except to the extent permitted under this Agreement or by mandatory law, you shall not: (i) modify, reverse engineer or disassemble any portion of the SDK; (ii) lease, rent, copy, redistribute or sublicense the SDK to any third party; or (iii) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends included in the SDK; (iv) use any component part of the SDK in any way independent from the SDK and the Opt-out Services.

4. INTELLECTUAL PROPERTY

4.1. You agree that all right, title and interest in and to the SDK, including the inherent concepts and technology, trademarks, copyrights, patents, trade secrets and any other intellectual property rights, are, and at all times shall remain, the sole and exclusive property of Opt-Out.

5. UPDATES

5.1. Opt-Out may extend, enhance, or otherwise modify the SDK at any time without notice. If updates are made available by Opt-Out, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license, in which case the terms of that license will govern.

5.2. Opt-Out is not obliged to provide any maintenance, technical or other support for the SDK. You acknowledge that Opt-Out has no express or implied obligation to announce or make available any updates to the SDK.

6. USE OF THE SDK

6.1. Your (mobile) application(s) for which you will use the SDK must not breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions or disable, unduly burden or unreasonably interfere with software, firmware, hardware, data, systems, services, or networks.

6.2. You agree that you are solely liable for any breach of your obligations under this Agreement or any applicable laws or regulations, and for the consequences of any such breach.

7. LIMITATION OF LIABILITY

7.1. The SDK is provided 'as is', without any (either express or implied) warranty of any kind, including, without limitation, any warranties of title, non-infringement, merchantability or fitness for a particular purpose.

7.2. You are solely responsible for determining the appropriateness of using the SDK and assume all risks associated with the exercise of your rights under this Agreement, including but not limited to the risks and costs of software and hardware errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations.

8. INDEMNIFICATION

8.1. You agree to indemnify, defend and hold harmless Opt-Out from any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Opt-Out, as a result of any infringement or alleged infringement of (intellectual property) rights of a third party caused by or arising out of, resulting from, or related to your failure to comply with the terms of this Agreement, including but not limited to (1) unauthorized use or disclosure of the SDK, and (2) use of the SDK for purposes other than connecting to or using the Opt-Out Services.

9. CONFIDENTIALITY.

9.1. You acknowledge and agree that the SDK was developed at considerable time and expense by Opt-Out and contains valuable trade secrets and confidential information of Opt-Out. Accordingly, You agree to maintain the SDK in confidence and except as expressly provided in Section 2, You (i) will not disclose or provide access thereto to any person, or (ii) use the SDK for any purpose not expressly authorized hereby, or permit or authorize any other person to do so.

9.2. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of you. Any combination of trade secrets and information of Opt-Out that forms part of the SDK shall not be deemed to be public merely because individual parts of the SDK are in the public domain, unless the combination itself is in the public domain.

10. TERM AND TERMINATION.

10.1. The term of this Agreement shall commence as of your acceptance of the terms of this Agreement or your use of the SDK and continue until (a) terminated by either you or Opt-Out; or (b) termination or expiration of your agreement with Opt-Out regarding the provision of Opt-Out Services.

10.2. You may terminate this Agreement simply by (i) ceasing your use of the SDK and (ii) destroying all copies of the SDK.

10.3. Opt-Out may terminate this Agreement (i) at any time for any or no reason upon 14 day’s written notice to you or (ii) immediately upon written notice to you if you have breached this Agreement.

10.4. Upon termination of this Agreement: (a) all license rights granted in this Agreement will immediately terminate; (b) You shall immediately stop using the SDK and destroy all electronic copies of the SDK. The Sections entitled Restrictions, Use of the SDK, Limitation of Liability, Indemnification, Confidentiality, Term and Termination and General Legal Terms shall survive the expiration or termination of this Agreement for any reason.

11. NO ASSIGNMENT

11.1. You cannot assign the Agreement, in whole or in part, by operation of law or otherwise, without Opt-Out’s prior written consent, and any attempt to do so without such consent shall be void.

12. GOVERNING LAW & JURISDICTION.

12.1. This Agreement shall be governed and interpreted by the laws of The Netherlands.

12.2. Any dispute, controversy or the breach, termination or invalidity thereof shall be resolved in court proceedings. Court proceedings shall be held in Amsterdam, The Netherlands.

12.3. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods.

13. AMENDMENTS.

13.1. This Agreement may be modified by Opt-Out without notice.

14. ENTIRE AGREEMENT.

14.1. This Agreement contains the entire agreement of You and Opt-Out with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between the you and Opt-Out concerning this subject matter.

14.2. If any of the provisions of the Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed replaced by a provision which carries out the original intent and purpose of such provision to the greatest extent lawful and the remaining provisions shall remain in full force and effect.

Last Updated January 2022