IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS SDK LICENSE AGREEMENT (“AGREEMENT”). BY INSTALLING, ACCESSING AND/OR USING THE SOFTWARE (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU”, “YOUR” OR “LICENSEE”) ARE ENTERING INTO A LEGAL AGREEMENT WITH BMEG ME FZ LLC (“BMEG ME”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.

The SDK is made available by BMEG ME to integrate and enable certain functionality into Your applications to facilitate the sale of online advertising space. This Agreement applies to any SDK that includes, displays, or links to this Agreement, and to any updates, supplements, or support services for the SDK, unless other terms accompany those items. If so, those other terms apply.

Definitions. For purposes of this Agreement, the following capitalized terms shall have the following meaning:

  • “Documentation” means the user’s guides and technical manuals, including relevant emails delivered by BMEG ME to Licensee.

  • “Feedback” means suggestions, comments or feedback (whether orally or in writing) with respect to the Software.

  • “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in all:

    • inventions (regardless of patentability and whether or not reduced to practice), improvements thereto, patents, patent applications, patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and re-examinations thereof;
    • trademarks, service marks, trade dress, logos, trade names, corporate names, together with translations, adaptations, derivations and combinations thereof, including goodwill associated therewith, and applications, registrations, and renewals in connection therewith;
    • any work of authorship, regardless of copyrightable, copyrightable works, copyrights (including moral rights), and applications, registrations and renewals in connection therewith;
    • mask works and applications, registrations and renewals in connection therewith;
    • trade secrets and Confidential Information; and
    • other proprietary rights and any other similar rights, in each case on a worldwide basis, and copies and tangible embodiments thereof, in whatever form or medium.

  • “License” means the right to use the Software pursuant to Section 2 to this Agreement.

  • “Software” means BMEG ME’ software development kit software in object or source code version, Documentation and any updates and upgrade thereto (to the extent delivered).

Grant of License
Subject to the terms and conditions of this Agreement, BMEG ME grants You a non-exclusive, non-transferable, royalty-free license to:

  • install and use the SDK in object code form only to develop programs consisting of compiled code generated using the SDK, or any part thereof.
  • make a limited number of copies of the Documentation to be used by Your employees or consultants for development purposes only, and not for general business purposes or for distribution; and
  • distribute the SDK in object code form only as a component.

Documentation
BMEG ME may make available Documentation to Licensee for Licensee to use solely in connection with Licensee’s use of the Software during the term of this Agreement. Licensee may print or copy the Documentation as needed for its own purposes provided that all copyright notices are included therein. The Documentation shall be considered the Confidential Information of BMEG ME.

Reservation of rights
The Licensee shall be subject to the following restrictions:

  • modify, disassemble, decompile, or reverse engineer any part of the SDK;
  • copy (except for backup purposes and with all labelling and copyright notices intact) or otherwise reproduce the SDK, in whole or in part;
  • modify, adapt, alter, translate, or incorporate into or with other software or create a derivative work of any part of the SDK, except as expressly permitted herein;
  • remove, modify, or otherwise tamper with notices or legends on the SDK or any labelling on any physical media;
  • use the SDK in any manner to provide service bureau, time sharing, or other computer services to third parties;
  • distribute the SDK (other than the incorporation of distributable elements of the SDK in Your Developed Programs in accordance with the terms of this Agreement);
  • disclose the results of any performance benchmarks or similar testing of the SDK to any third party without BMEG ME prior written consent;
  • publish the SDK for others to copy; or
  • use the SDK to develop applications for other platforms or to develop another SDK.
  • use the SDK to create, develop, or use any program, software, or service which:
    • takes away the functionality of other software;
    • exposes and/or discloses header file information;
    • contains any viruses, Trojan horses, worms, logic bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
    • when used in the manner in which it is intended, violates any applicable law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination, false advertising, or data privacy); or
    • interferes with the operability of third-party programs or software; or
  • modify, distribute, or convey the SDK so that the SDK becomes subject to any license which requires, as a condition of license, use, modification, distribution, or conveyance, that:
    • the code be disclosed or distributed in source code form;
    • others have the right to modify or create derivative works of it; and/or
    • it becomes redistributable at no charge.

In addition You shall ensure the following:

  • distribute the object code under the terms and conditions which requires that end-users do not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SDK, file formats, protocols, and/or any part thereof; and which requires end-users to indemnify, defend, and hold harmless BMEG ME from any claims, including attorneys’ fees, related to the distribution or use of Software.
  • include on each copy You distribute all applicable copyright and trademark notices;
  • be solely responsible to Your customers for any update or support obligation or other liability which may arise from such distribution;
  • not make any statements that Your Developed Program is “certified,” or that its performance is guaranteed.
  • remain at all times responsible and liable for the misuse of the SDK by Your employees and consultants.

Third Party Software
Licensee acknowledges and agrees that any third-party software (“Third Party Software”) that provided with the Software is provided under the terms of the license attached/linked thereto or, if no such license is attached, such Third Party Software is provided for free and on “AS IS” basis. BMEG ME is not liable for any losses or damages which may occur resulting from the use of any Third Party Software. BMEG ME does not possess any proprietary interest in such Third Party Software.

Open-Source Licenses
The Software includes certain open source code software and materials (as shall be listed in the documentation of the Software) (“Open Source Software”) that are subject to their respective open-source licenses (“Open Source Licenses”). Such Open Source Licenses contain a list of conditions with respect to warranty, copyright policy and other provisions. By executing this Agreement, Licensee undertakes to strictly comply with the terms and condition of the Open Source Licenses, as may be amended from time to time. In order to comply with the Open Source Licenses, Licensee shall read the respective licenses or notices, such list of Open Source Licenses may be amended from time to time by BMEG ME, at its sole discretion. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail. Without derogating from the generality of the foregoing, it is clarified that any Open Source Software is provided on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied. For clarity, the representations and warranties set forth in Section 8 hereunder shall not apply to any Open-Source Software.

Title & Ownership
BMEG ME DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR ANY PART THEREOF, TO LICENSEE. The Documentation, Software (excluding any Open Source Software and Third Party Software therein which are owned by their respective licensors) and/or any copies thereof, including without limitation any derivative works made (regardless of whether such derivative works were made and/or developed pursuant to the request and/or specifications of Licensee, and irrespective of any support and/or assistance BMEG ME may, will or had received from Licensee, or any third party on its behalf, with respect thereto), as well as any updates or upgrades thereto, if provided to BMEG ME pursuant to this Agreement, shall remain BMEG ME’s sole and exclusive property. All Intellectual Property Rights evidenced by or embodied in and/or attached/connected/related to the Software, or part thereof, are and shall be owned solely and exclusively by BMEG ME. Nothing in this Agreement shall constitute a waiver of BMEG ME’s Intellectual Property Rights under any law, or be in any way construed or interpreted as such. It is further agreed that to the extent Licensee provides BMEG ME with Feedback, Licensee acknowledges that any and all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to BMEG ME and Licensee hereby irrevocably and unconditionally transfers and assigns to BMEG ME all intellectual property rights in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by BMEG ME at its sole discretion, and that BMEG ME in no way shall be obliged to make use of any kind of the Feedback or part thereof.

Warranty
BMEG ME warrants that to its knowledge it has the right to grant the license under this Agreement. BMEG ME’s sole liability for any breach of this warranty or any other warranty under this Agreement shall be, at BMEG ME’s sole discretion:

  • to replace or repair the Software or the applicable portion thereof; or
  • to terminate this Agreement.

Warranty Exclusions
The warranties set forth in Section 8 are contingent upon Licensee’s proper use of the Software, and shall not apply to damage caused by abuse, misuse, alteration, neglect or unauthorized repair or installation, or by the use or attempted use of Software other than that supplied and supported by BMEG ME. BMEG ME will use reasonable commercial efforts to repair or replace the Software or the applicable portion thereof, pursuant to the foregoing warranty within thirty (30) days of being so notified.

Warranty Disclaimers
AS BETWEEN LICENSEE AND BMEG ME, EXCEPT AS SET IN SECTION 8, THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR INTENDED OR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS OR WILL ACHIEVE ANY SPECIFIC RESULTS AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

High Risk Activities
You acknowledge that the Software is not fault tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous or high risk environments and activities requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines and/or devices, or weapons systems) in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage, and You agree not to use or allow the use of the Software or any portion thereof for, or in connection with, any such environment or activity.

Indemnity
You agree that BMEG ME shall have no liability whatsoever for any use made of the Software by You or any third party. You hereby agree to defend, indemnify and hold harmless BMEG ME and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your use of the Software as well as from Your failure to comply with this Agreement.

Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL BMEG ME AND/OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE. BMEG ME’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DIRECT DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE AMOUNT OF ONE HUNDRED (100.00) UNITED STATES DOLLARS. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY: (I) EVEN IF BMEG ME HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (II) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.

Export Laws
Licensee agrees to comply fully with all U.S., EU, and all applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. For clarity, and without derogating from Section below, in case of any change of any applicable law, policy or regulation, which might affect BMEG ME’s business, BMEG ME will have the right to terminate this Agreement and the License granted hereunder and the Licensee shall have no claims regarding such termination.

Term and Termination
This Agreement shall continue until terminated as set forth in this section (the “Term”). You may terminate this Agreement at any time by removing the Software from Your system and destroying all copies of the Software and Documentation relating to the Software. Unauthorized copying of the Software or otherwise failing to comply with this Agreement will result in automatic immediate termination of this Agreement and will make available to BMEG ME legal remedies. BMEG ME reserves the right to terminate this Agreement and the License at any time and without notice. Upon termination of this Agreement, the License will terminate and You:

  • will cease any and all rights to use the Software, and
  • will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control.

Survival
The provisions of this Agreement that by their nature are intended to survive termination or expiration [including, without limitation, Sections: Reservation of Rights, Third‑Party Software, Open‑Source Licenses, Title & Ownership, Warranty, Warranty Exclusions, Warranty Disclaimers, High Risk Activities, Indemnity, Limitation of Liability, Export Laws, Miscellaneous, and Governing Law] shall survive any termination or expiration of this Agreement for any reason. All other provisions of this Agreement shall terminate upon termination or expiration hereof.

Miscellaneous
This Agreement represents the complete agreement concerning the Software between You and BMEG ME and supersedes all prior agreements and representations between You and BMEG ME. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Any waiver of any provision of this Agreement will be effective only if in writing and signed by BMEG ME. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without the consent of BMEG ME and any action or conduct in violation of the foregoing shall be void and without effect. BMEG ME expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

Governing Law
This Agreement shall be governed by and construed under the laws of the United Arab Emirates, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the courts located in Dubai, United Arab Emirates and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. Subject to applicable laws, the English language version of this Agreement will prevail over any other language version.

Support
Any enquiries You may have about our service and features or if You need assistance with the Software, you may write to us at support@nexverse.ai.