Dekart. http://www.dekart.com SOFTWARE DEVELOPER'S KIT ("SDK") LICENSE AGREEMENT IMPORTANT: THIS SOFTWARE DEVELOPER'S KIT ("SDK") LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN DEVELOPER (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND DEKART ("DEKART") FOR THE SOFTWARE IDENTIFIED ABOVE. BY INSTALLING, COPYING, OR OTHERWISE USING ALL OR ANY PORTION OF THE SDK DEVELOPER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF ANY OF THE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO DEVELOPER, DEVELOPER SHALL NOT USE THE SDK; INSTEAD, RETURN THE PACKAGE TO THE COMPANY FROM WHICH DEVELOPER OBTAINED IT AND THEN RECEIVE A FULL REFUND IF DEVELOPER: (A) DID NOT USE THE SDK AND (B) RETURNED IT WITH PROOF OF PAYMENT WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE. 1. NOTIFICATION OF COPYRIGHT. All title and copyright in and to the SDK product is owned by Dekart and/or its licensors and is protected by copyright laws and international treaty provisions. Dekart retains all ownership rights on the SDK. This Agreement does not transfer or assign to Developer, any intellectual property right including any patent, design, industrial design, trademark, servicemark, copyright or rights in any confidential information or trade secrets, in or related to the SDK or any part thereof. The SDK and all copies thereof remain the property of Dekart are licensed and not sold to Developer under this Agreement. Developer acknowledges that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to Developer hereunder, shall remain with Dekart. The SDK is protected by copyright law. 2. DEFINITIONS. "SDK" means (a) all of the contents and modules of the API files, disk(s), CD-ROM(s), Sample code or other media with which this Agreement is provided, including but not limited to (i) Dekart or third party computer information or software; (ii) related explanatory written materials, examples or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the SDK, if any, licensed to Developer by Dekart (collectively, "Updates"). “API” means the Application Programming Interface(s). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the SDK in accordance with the Documentation. "Dekart" means Dekart srl, having its legal address at Alba Iulia 75, Chisinau, MD 2071, Moldova, and / or its affiliates/branches. "Developer applications" means Developer application programs that are designed to function with Dekart Software products. "Developer" refers to any person or entity accessing or using this SDK, or any component thereof. 3. GRANT OF LICENSE. As long as Developer complies with the terms of this Agreement, Dekart grants Developer a non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the SDK as part of, or in conjunction with, applications developed, distributed or implemented by Developer or on Developer's behalf (the "Developer applications") provided that (i) Developer shall be solely responsible to his customers for any update or support obligation or other liability which may arise from such distribution, (ii) Developer shall not make any statements that Developer application is "certified," or that its performance is guaranteed, by Dekart, and (iii) Developer shall not use Dekart's name or trademarks to market Developer Application without written permission of Dekart. This license does not grant Developer any right to any version enhancement update, or to a continuous availability of the SDK and the functionality of the Dekart End User Software. Developer may use this SDK only as described in this license. If Developer does not agree with the terms of this license, he shall not install or use the SDK. Developer may use the SDK both internally or as part of Developer Applications: (i) Developer may install and use the copies of the SDK, as long as all copies are for use in and by Developer's employees, contract employees. The SDK is in "use" when it is loaded into temporary memory (i.e., RAM) or when it is installed into permanent memory (e.g., hard disk, CD-ROM or other storage device). Each SDK installation requires an additional license key, which can be obtained from Dekart upon request. (ii). Developer may use and redistribute the SDK modules as part of the Developer applications, provided that each installation is accompanied by a separate license code obtained from Dekart upon request. 4. RESTRICTIONS. 4.1. Competing products. Developer may not use the Dekart Private Disk SDK with any competing product or service. The SDK is designed to be integrated into Developer application. The functions of Developer application must differ significantly from those of Dekart Private Disk. This means that Developer application must not be a competing product identical or similar to Dekart Private Disk. Developer application may not be a standalone encryption application, it may not have Private Disk-like universal functionality, i.e. it should be a part of a larger application, specialized on a specific task. Developer application can neither be a standalone command line application with Private Disk functionality. If Developer intends to create software of the aforementioned kind, please contact Dekart. 4.2. Single Computer. The provided SDK can only be used on a single computer system at a time. If Developer needs additional licenses, he shall contact Dekart for additional licenses, possible quantity discounts. 4.3. Dekart SDK Restriction. If Developer allows users of Developer application to write and execute API scripts within Developer application, Developer must obtain a separate license per each user installation from Dekart. 4.4. Program Identification. The Developer may change the program icons or window title for programs that are created by this SDK. However, the Developer must not make any other changes to the operation or identity of the Dekart SDK. 4.5. Export Restrictions. This SDK contains powerful encryption technology. Developer may not export or re-export the SDK in violation of the applicable laws of the country of export. The SDK may not be exported or re-exported to certain countries which are embargoed or restricted. 4.6. Illegal Use. The Developer may not use the SDK to perform any unauthorized transfer of information, such as copying or transferring a file in violation of a copyright, or for any illegal purpose. 4.7. Other Restrictions. Developer may not reduce the SDK to human readable form, reverse engineer, de-compile, disassemble or modify the SDK. Developer may not rent, lease, or lend the SDK. 5. EVALUATION. If the SDK is an evaluation version or is provided to Developer for evaluation purposes, then Developer license to use the SDK is limited solely to internal evaluation purposes in accordance with the terms of the evaluation offering under which Developer received the SDK and expires after 30 days from installation (or such other period as indicated by the Software) and the SDK will cease to function. Upon expiration of the evaluation period, Developer must discontinue the use of the SDK and delete the SDK entirely from the system. The SDK may contain an automatic disabling mechanism that prevents its use after a certain period of time, so Developer should back up the system and take other measures to prevent any loss of files or data. 6. NON-DEKART PRODUCTS. The SDK may include or be bundled with hardware or other software programs licensed or sold by a vendor other than Dekart. Any such products are provided on an "AS IS" basis and are not warranted by Dekart. Any warranty service for non-Dekart products is provided by the product vendor in accordance with the applicable vendor warranty. 7. LIMITED WARRANTY. Dekart warrants to Developer that for ninety (90) days from date of purchase (the "Warranty Period): (a) the media on which the SDK is stored will be free of defects; (b) the SDK will substantially conform to the Documentation accompanying the SDK. If the defective item(s) are returned to Dekart or if Developer sends an error report(s) to Dekart within the Warranty Period, Dekart will at its sole discretion either resolve the problem(s), or replace the SDK, or refund the license fees Developer paid for the SDK. Any misuse or unauthorized modification of the SDK voids this warranty. The warranty referenced above is Developer sole and exclusive remedy and is in lieu of all other warranties, express or implied. The warranty referenced above does not apply to SDK provided free of charge. Such an SDK is provided "AS IS" without any warranties of any kind. The SDK is not designed, manufactured or intended for use of distribution with on-line control equipment in hazardous environments requiring fail-safe performance. Such as in the operation of nuclear facilities, aircraft navigation, communication, or control systems, direct life support machines, weapons systems, or other uses in which failure of the software could lead directly to death, personal injury, or cause physical or environment damage. 8. LIMITATION OF LIABILITY. IN NO EVENT WILL DEKART BE LIABLE TO DEVELOPER FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A DEKART REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE LIMITATIONS AND EXCLUSIONS REFERENCED ABOVE APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN DEVELOPER'S JURISDICTION. DEKART'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SDK, IF ANY. The above exclusions and limitations will not apply to claims relating to death or personal injury. In those jurisdictions that do not allow the exclusion or limitations damages, Dekart's liability shall be limited or excluded to the maximum extent allowed within those jurisdictions. 9. GOVERNING LAW. Any use of the SDK which is illegal under international or local law is forbidden by this license. Any such action is the sole responsibility of the party committing the action. 10. TERM. This Agreement becomes effective on the date Developer legally acquires the SDK or installs the SDK and will automatically terminate if Developer breaches any of its terms. Upon termination of this Agreement, Developer must destroy the original and all copies of the SDK or return them to Dekart and delete the Software from the system(s). 11.NON-DISCLOSURE. 11.1.Confidential Information and Exclusions. "Confidential Information" means all information or material disclosed by Dekart in any manner, whether orally, visually or in tangible form, to Developer, or otherwise discovered by or made available to Developer. Confidential Information includes, but is not limited to, the following types of information: software (in various stages of development), designs, drawings, specifications, models, source code, object code, know-how, techniques, documentation, diagrams, flow charts, marketing and development plans, business plans, financial information, customer lists, and other similar information and intellectual property that is proprietary to and confidential information of Dekart, and all copies, descriptions and summaries thereof, whether created by Dekart. In the course of disclosing Confidential Information to Developer, Dekart shall endeavor to identify such information as “confidential”, but failure to identify such information as confidential shall not relieve Developer's obligations hereunder. Confidential Information shall not include information that: (a) is already known to Developer without restriction on use or disclosure prior to receipt of such information from Dekart; (b) is developed by Developer independently of and without use of or reference to any of Dekart’s Confidential Information. 11.2. Ownership. All Confidential Information disclosed by Dekart shall remain the sole property of Dekart. Nothing herein shall be construed as a grant by Dekart to Developer or any third party of any license, directly or by implication, estoppel or otherwise, in any Confidential Information. Nothing contained herein shall create any obligation on the part of Dekart to provide Developer with any Confidential Information. 11.3. Obligations Regarding Confidential Information. (a) Developer shall use Confidential Information only for the purposes of evaluating Dekart's technology, software, products, services. Except as expressly permitted herein, Developer shall protect and maintain Dekart’s Confidential Information in the strictest confidence and shall prevent the disclosure of such information. Developer shall use the same degree of care to keep confidential the Confidential Information as Developer use to keep confidential his own confidential information, but in no event less than a reasonable degree of care. (b) Developer may disclose Confidential Information only to his employees and consultants on a need to know basis and who are under written or legal obligations of confidentiality. (c)Developer shall notify Dekart immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Developer or his employees or consultants, and will cooperate with Dekart in every reasonable way to help Dekart regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. (d) Developer shall refrain from creating derivative works from, or reverse engineering, decompiling or disassembling any software code disclosed by Dekart to Developer under the terms of this Agreement, except as expressly permitted by applicable law. (e) Notwithstanding any other provision of this Agreement, Developer may disclose Confidential Information in response to a valid order to a court, regulatory agency, or other governmental body in the European Union or any political subdivision thereof, but only to the limited extent and for the limited purposes stated in such order; provided, however, that Developer shall first notify Dekart in writing of the order and cooperate with Dekart if Dekart desires to seek an appropriate protective order.