SOFTWARE DEVELOPMENT KIT AGREEMENT

This RightMesh Software Development Kit Agreement (the “Agreement”) is entered into between you and Left of the Dot Media Inc. (“Left”)

1. Introduction

1.1 – The RightMesh software development kit (the “SDK”) includes the RightMesh system files, packaged APIs and RightMesh API add-ons, and is licensed to you subject to the terms of this Agreement. This Agreement forms a legally binding contract between you and Left in relation to your use of the SDK.

2. Accepting this Agreement

2.1 – By using the SDK (or any portion) or clicking to accept, you hereby agree to the terms and conditions of this Agreement.

2.2 – You may not use the SDK if you do not accept this Agreement.

2.3 – You may not use the SDK and may not accept the Agreement if you are a person barred from receiving the SDK under the laws of Canada or other countries including the country in which you are resident or from which you use the SDK.

2.4 – If you are agreeing to be bound by this 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 this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the SDK on behalf of your employer or other entity.

3. SDK License from Left

3.1 – Subject to your compliance with all the terms of this Agreement, Left grants you a limited, personal, non-assignable, non-exclusive and non-sublicensable license to use the SDK solely to develop applications that run on or otherwise utilize the RightMesh mobile heterogeneous wireless mesh network, as further described in the SDK documentation.

3.2 – For clarity, but without limiting the general application of the restrictions in this Agreement: (i) You may not use this SDK to develop applications for networks or platforms that are not included in the SDK documentation or to develop another SDK; and (ii) you may develop applications for other networks and platforms provided that this SDK is not used for that purpose.

3.3 – You agree that Left or third parties 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 now existing or which may come into existence in the future on a worldwide basis. Left reserves all rights not expressly granted to you by this Agreement.

3.4 – You may not use the SDK for any purpose that is not expressly permitted by this Agreement. Except to the extent required by applicable third-party licenses, you may not: (a) 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 (b) load any part of the SDK on to any other hardware device except a personal computer under your control, combine any part of the SDK with other software, or distribute any documentation, software or device incorporating a part of the SDK.

3.5 – 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 this Agreement. A list of the components included in the SDK that are licensed under an open source software license is available at www.rightmesh.io/open-source-list.

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

3.7 – Nothing in this Agreement gives you a right to use any of Left’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

3.8 – 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.

4. Use of the SDK by You

4.1 – Left agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using the SDK, including any Intellectual Property Rights that subsist in those applications.

4.2 – You agree to use the SDK and write applications only for purposes that are permitted by (a) this 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 Canada or other relevant countries).

4.3 – You agree that each user of any applications you develop using the SDK (each, a “User”) must agree to and accept the terms and conditions set forth in the RightMesh Terms of Use located at www.rightmesh.io/terms-of-service (the “RightMesh Terms”), as may be amended by RightMesh in its sole discretion without notice from time to time, in order to be permitted to use any such applications. The current version of the RightMesh Terms is attached to this Agreement as Schedule A. If a User does not agree to and accept the RightMesh Terms, you must immediately cease providing access to and use of such applications to the User.

4.4 – You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If your application stores personal or sensitive information provided by users, it must do so securely.

4.5 – You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any person including, but not limited to, Left or any mobile communications carrier.

4.6 – You agree that you are solely responsible for (and that Left has no responsibility to you or to any third party for) any data, content or resources that you create, transmit or display through any applications created using the SDK, and for the consequences of your actions (including any loss or damage which Left may suffer) by doing so.

4.7 – You agree that you are solely responsible for (and that Left has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Left or any third party may suffer) of any such breach.

5. Your Developer Credentials

5.1 – You agree that you are responsible for maintaining the confidentiality of (and not sharing with any other person) any developer credentials that may be issued to you by Left or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

6. Information Use

6.1 – In order to continually innovate and improve the SDK, our products and business, Left may collect usage statistics from the SDK including but not limited to a unique identifier, associated IP address, version number of the SDK, and information on which tools and/or services in the SDK are being used and how they are being used (the “Usage Information”). For clarity, the Usage Information will not include content-type data.

6.2 – The Usage Information will be rendered by the SDK software into a file and from time to time this Usage Information will be pushed from your installed SDK software to Left.

6.3 – Any personal information that might be collected through the collection of Usage Information to improve the SDK, our products and business is maintained in accordance with Left’s Privacy Policy located at www.rightmesh.io/privacy-policy, and may be used to improve the SDK, our products and business.

7. Third Party Applications

7.1 – 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 Left 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 Left 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.

7.2 – 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.

7.3 – 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, this Agreement does not affect your legal relationship with these third parties.

8. Using Left APIs

8.1.1 – If you use any API to retrieve data from Left, you acknowledge that the data may be protected by Intellectual Property Rights which are owned by Left or 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 and conditions under a separate contract. 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 and conditions under a separate contract.

8.1.2 – If you use any API to retrieve a user’s data from Left, you acknowledge and agree that you shall retrieve data only with the user’s explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.

9. Term and Terminating this Agreement

9.1 – This Agreement will be in force and effect for a period of 120 days from the date of commencement of this Agreement (being the earlier of the date of your acceptance of this Agreement or first use of any portion of the SDK), unless terminated earlier in advance of such expiration date. Upon expiration or termination of this Agreement for any reason, all of your rights to use the SDK expire automatically.

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

9.3 – Left may, at any time, terminate this Agreement with you if:
(A) You have breached any provision of this Agreement;
(B) Left is required to do so by law;
(C) The partner with whom Left offered certain parts of the SDK (such as APIs) to you has terminated its relationship with Left or ceased to offer certain parts of the SDK to you; or
(D) Left decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Left is, in Left’s sole discretion, no longer in Left’s interest.

9.4 – When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Left have benefited from, been subject to (or which have accrued over time while this Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14 shall continue to apply to such rights, obligations and liabilities indefinitely.

10. DISCLAIMER OF WARRANTIES

10.1 – 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 LEFT OR ANY THIRD PARTY.

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

10.3 – LEFT 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.

11. LIMITATION OF LIABILITY

11.1 – YOU EXPRESSLY UNDERSTAND AND AGREE THAT LEFT, 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 LEFT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT OR SIMILAR STYLE CLAIM.

12. Indemnification

12.1 – To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Left, its affiliates and their respective directors, officers, employees, agents and licensors 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 application you develop using 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 this Agreement.

13. Changes to the Agreement

13.1 – Left may make changes to the Agreement as it distributes new versions of the SDK. When these changes are made, Left will make a new version of the Agreement available on the website where the SDK is made available. If you elect to use such newer versions of the SDK, you will be bound by the new Agreement.

14. General Legal Terms

14.1 – This Agreement constitutes the whole legal agreement between you and Left and governs your use of the SDK (excluding any services which Left may provide to you under a separate written agreement), and completely replaces any prior or other agreements between you and Left in relation to the SDK (and the other matters under this Agreement).

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

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

14.4 – No other person or company shall be a third-party beneficiary to this Agreement.

14.5 – THE SDK MAY BE SUBJECT TO CANADIAN AND OTHER COUNTRIES’ EXPORT 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.

14.6 – The rights and obligations under this Agreement may not be assigned, sublicensed or transferred by you without the prior written approval of Left, which may be withheld for any reason.

14.7 – This Agreement, and your relationship with Left under this Agreement, shall be governed exclusively by the laws of the Province of British Columbia without regard to its conflict of laws provisions, and the applicable federal laws of Canada therein. You and Left agree to submit to the exclusive jurisdiction of the courts located in Vancouver, British Columbia, Canada to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Left shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.