SDK License

Exelbid SDK License Agreement

This Exelbid SDK License Agreement (this “Agreement”) between you and the company or entity you represent (“You” or Your”) and MOTIV INTELLIGENCE, Inc. (“We”, “Company” or “MOTIV INTELLIGENCE”) governs your access and use, in whole or in part, of the Elxebid software development kit and the code (including sample code), tools, and API(s), including any upgrades, modified versions, updates, additions, and copies of the foregoing licensed to you by MOTIV INTELLIGENCE (collectively, the “Exelbid SDK”). We offer the Exelbid SDK to facilitate online ad space exchanges by incorporating and activating applications. By downloading, accessing or using the Exelbid SDK, you hereby agree to the terms of this Agreement. If you are using the Exelbid SDK on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and by accepting the Agreement or downloading, accessing or using the Exelbid SDK, you are doing so on behalf of that entity, and all references to “you” or “your” in the Agreement refer to that entity. If you do not agree to all of the terms of this Agreement, do not download, access, or use the Exelbid SDK.

1. License

Subject to the terms and conditions of this Agreement, we grant you a limited, non-transferable, non-sublicensable, royalty-free, fully revocable, non-exclusive license to the Exelbid SDK.

The Exelbid SDK will be provided in object code solely for the purposes of developing programs to be used that will be integrated to Exelbid DashBoard and other Exelbid services (collectively, the “Exelbid Services”).

2. Restrictions

1. By using the Exelbid SDK, you agree not to:
2. (1) decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of the Exelbid SDK except otherwise expressly permitted in this Agreement.
3. (2) make a copy of the Exelbid SDK or any part thereof (except for back up purposes)
4. (3) remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices)
5. (4) remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Exelbid SDK
6. (5) distribute, publish, sell, transfer, assign, lease, rent, lend, or sublicense either in whole or part the Exelbid SDK to any third party except as may specifically be permitted herein
7. (6) distribute the Exelbid SDK (except where the SDK is integrated to the program for distribution pursuant to the terms and conditions of this Agreement)
8. (7) compare or benchmark the Exelbid SDK against third party products or services
9. (8) use the Exelbid SDK to develop applications for other platforms
10. (9) use our Exelbid trademarks to promote other applications that are developed without our express consent
11. (10) You agree not to use the Exelbid SDK to:
12. 1) destroy or otherwise cause damages to any system, data or personal information or place impediment on computer programing routine, including without limitation, spreading computer virus
13. 2) commit any breach or violation of applicable laws, rules, regulations or ordinances (including without limitation, customs, anti-competition, anti-discrimination, false advertisement or data privacy)
14. 3) cause any harm to running of software of any other company or program

3. Data Collected

As a Publisher Partner (defined in our Terms and Conditions for Service), you acknowledge and agree that by accessing or using the Exelbid SDK, you are effectively giving your consent to the exchange of information between you and the Company through the Exelbid SDK and to the fact that we may collect and receive information about your use of the Exelbid Services.

Unless you expressly indicated otherwise, the Company may collect such information, including without limitation, about your end users, their IP addresses and location data (in case you shared such data via the Exelbid SDK) and other information about your use of the Exelbid SDK. Such information may be collected and used by the Company pursuant to our Privacy Policy (available at https://www.exelbid.com/privacy/).

You must comply with applicable laws and regulations regarding collection and sharing of ad identifiers, device and carrier information, relevant IP addresses, block ad tracking settings, and location data of your end users, if you collect or share any such information in using the Exelbid Services. You, as a Publisher Partner must obtain necessary prior consent of your end users for collecting and sharing information about them such as, ad identifiers, device and carrier information, relevant IP addresses, block ad tracking settings, and location data and make available to your end users a policy explaining how you use or share such information about your end users. You agree to indemnify and hold harmless the Company, its officers, employees and agents from any claims, lawsuits, damages or losses including court costs and attorney’s fee arising from your breach of this Agreement and applicable laws regarding collection and sharing of personal information.

4. Ownership

All title, ownership, and intellectual property rights in and to the Exelbid SDK, and any copies thereof, shall remain with the Company and its suppliers or licensors. You may not assign or transfer your rights or obligations granted under this Agreement to any third party without prior written consent of the Company. We may collect and use comments, feedback, suggestions, and other information provided by you, if any, related to the Exelbid SDK, and we may use such information to improve, develop, and otherwise provide applications, services and technologies for our own use without any obligation to you. We may modify or discontinue offering the Exelbid SDK at any time. Nothing in this Agreement gives you any right to use any of the Company’s trade names, trademarks, service marks, logos, or other distinctive brand features and other intellectual property.

5. Update and Support

If we make available any upgrades, patches, enhancements, or fixes for the Exelbid SDK (collectively the “Updates”), such Updates will become part of the Exelbid SDK and subject to this Agreement; provided, however, that, we have no obligation to provide any Updates or any other support to you in connection with the Exelbid SDK. We may make such supporting services available to you under a separate agreement and/or for a fee. We reserve the right to permanently or temporarily stop providing the Exelbid SDK, any features within the Exelbid SDK, or support for the Exelbid SDK at our sole discretion with or without prior notice.

6. Warranty Disclaimer

THE EXELBID SDK AND EXELBID SERVICE ARE PROVIDED “AS IS.” MOTIV INTELLIGENCE DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. MOTIV INTELLIGENCE AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE EXELBID PLATFORM, THE EXELBID SERVICES OR THE EXELBID SDK WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE EXELBID SERVICES OR THE EXELBID SDK ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOTIV INTELLIGENCE DOES NOT WARRANT THE RESULTS OF USE OF THE EXELBID SERVICES OR THE SDK. YOUR USE OF THE EXELBID SDK AND ANY DATA (INCLUDING IMPRESSION DATA) OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED 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, LOST PROFITS OR REVENUE THAT DIRECTLY OR INDIRECTLY RESULTS FROM SUCH USE. YOU ACKNOWLEDGE AND AGREE THAT Motiv MAY MODIFY OR SUSPEND THE EXELBID SERVICES AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE.

7. Termination

You may terminate this Agreement and the license granted herein at any time by ceasing your use of the Exelbid SDK and destroying or removing from all hard drives, networks, and other storage media all copies of the Exelbid SDK and any impression data thereof. We may terminate this Agreement and the license granted herein and immediately disable your use or access to Exelbid Services if you breach any provision of this Agreement.

8. Miscellaneous

We may modify any terms of this Agreement or any additional terms that apply to the Exelbid SDK and the Exelbid Services at any time. It is your responsibility to check for the updates on a regular basis. You have no right to assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license to use the Exelbid SDK between you and the Company and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is to be held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. If there is any conflicting language between this Agreement and any other agreement governing your use of the Exelbid SDK, the terms of this Agreement will control. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Korea, without reference to conflicts of laws principles. You agree that the Seoul Central District Court will have exclusive jurisdiction and venue under this Agreement, and you agree to submit to such jurisdiction exclusively.

November 15th, 2020 (version 1.1)
August 21, 2019 (version 1.0)