VITURE SDK LICENSE AGREEMENT

VITURE SDK LICENSE AGREEMENT

Effective September 2025

This SDK License Agreement (“Agreement”) is between VITURE, Inc. (“VITURE”) and the person or entity accessing, installing or using the licensed software and any associated documentation (“You”). The terms also apply to documentation for the application programming interfaces (collectively the “APIs”) and any software code provided by VITURE in conjunction with such documentation. The software code, documentation, APIs, and other materials made available by VITURE (including but not limited to source code, header files, data sets and assets (examples include images, textures, models, scenes, videos, native API input/output files), binary software, sample code, libraries, utility programs, programming code and documentation, if applicable are collectively referred to in this Agreement as the “SDK(s)”. This Agreement defines each party’s rights in the SDK.

BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SDK.

The SDK is made available by VITURE to integrate and enable certain functionality into Your products or applications. 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.

This document contains information related to open source software included in and distributed by VITURE with the SDK. Use and distribution of such open source software is subject to the terms of the applicable open source license(s). Information regarding licenses, disclaimers, acknowledgements and required copyright notices for the open source software used in these SDK(s) is listed hereunder.

1. Grant of License

Subject to the terms and conditions of this Agreement, VITURE grants You a limited, non-exclusive, personal, non-transferable, non-sublicensable, royalty-free license to:

  1. 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, designed to function with VITURE products (“Developed Programs”);
  2. 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
  3. distribute the SDK in object code form only as a component of Developed Programs.

Should you intend to install and use the SDK for any business purpose, you may reach out VITURE at bd@viture.com for details of cooperations.

2. Restrictions on Licensed Rights

  • You will not:
    1. modify, disassemble, decompile, reverse engineer or otherwise tamper with the SDK or any VITURE products made available in relation to the SDK (or any of their underlying technologies, systems, networks or services), in whole or in part, or create any derivative works of them or from them.
    2. copy, sell, distribute, license or sub-license any SDK, in whole or in part, except to the extent necessary for the purpose of this Agreement;
    3. use this SDK (or any part thereof) in ways that disrupt, damage or unauthorizedly access the security, servers, networks, or services of anyone, including without limitation in a manner that would cause excessive messaging, denial of service attacks, spoofing, traffic redirecting, or authorized data monitoring;
    4. engage in any activity with SDK (in whole or in part) that is or could be perceived to be defamatory, discriminatory, harassing, intimidating or threatening, abusive, violent, profane, libelous, harmful or otherwise damaging or unlawful towards anyone;
    5. modify, adapt, alter, translate, or incorporate into or with other software or create aderivative work of any part of the SDK, except as expressly permitted herein;
    6. remove, modify, or otherwise tamper with notices or legends on the SDK or any labeling on any physical media;
    7. disclose the results of any performance benchmarks or similar testing of the SDK to any third party without VITURE’s prior written consent;
    8. publish the SDK for others to copy; or
    9. use the SDK to develop applications for other platforms or to develop another SDK.
  • In addition, You will not:
    1. use VITURE’s trademarks to market Your Developed Program without prior written permission of VITURE;
    2. use VITURE’s trademarks in a way that suggests Your Developed Programs come from or are endorsed by VITURE;
    3. use the SDK to create, develop, or use any program, software, or service which (1) takes away the functionality of VITURE products or other VITURE software; (2) exposes and/or discloses header file information; (3) 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; (4) 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 (5) interferes with the operability of other VITURE or third-party programs or software; or
    4. 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 (1) the code be disclosed or distributed in source code form; (2) others have the right to modify or create derivative works of it; and/or (3) it becomes redistributable at no charge.
  • You will:
    1. distribute the object code under the terms and conditions of an end user license agreement which requires that end-users not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SDK, VITURE file formats, VITURE protocols, and/or any part thereof; and which requires end-users to indemnify, defend, and hold harmless VITURE from any claims, including attorneys’ fees, related to the distribution or use of Your Developed Programs;
    2. include on each copy You distribute all applicable copyright and trademark notices;
    3. be solely responsible to Your customers for any update or support obligation or other liability which may arise from such distribution;
    4. not make any statements that Your Developed Program is “certified,” or that its performance is guaranteed, by VITURE;
    5. handle any personal information collected or processed through the use of the SDK in accordance with applicable data protection laws and regulations. You shall implement appropriate technical and organizational measures to ensure the security and confidentiality personal information of end customers;
    6. remain at all times responsible and liable for the misuse of the SDK by Your employees and consultants.

3. Ownership of Intellectual Property

The SDK and any authorized copies that You make are the intellectual property of, and all rights therein are owned by, VITURE. The structure, organization, and code of the SDK are valuable trade secrets and confidential information of VITURE. You are required to employ suitable and reasonable safeguards to protect confidential information from unauthorized use and disclosure. The SDK is protected by law, including without limitation the copyright laws of the United States and other jurisdictions , and by international treaty provisions. You agree to protect VITURE’s copyright and other ownership interests in all items in the SDK. You agree that all copies of items in the SDK reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as in the SDK. VITURE retains all right, title, and ownership throughout the world in the intellectual propertyembodied within the SDK. Except as stated herein, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the SDK, and all rights not expressly granted are reserved by VITURE.

4. Support

VITURE is not obligated to provide any technical or other support (“Support”) for the SDK. However, if VITURE chooses to provide any Support to You, Your use of such Support will be governed by then-current VITURE policies.

5. Feedback

With respect to any technical or other information You provide to VITURE (whether oral or written) in connection with the SDK (including but not limited to reporting errors, or making suggestions for improvements or changes to the SDK), You agree that VITURE has a perpetual, irrevocable, unrestricted right to use such information for its business purposes, including for product support and development. VITURE will not use such information in a form that personally identifies You.

6. Upgrades; End of Life

VITURE is not obligated to provide any upgrades or future versions of the SDK. VITURE reserves the right to discontinue offering the SDK, or to modify the SDK at any time, in its sole discretion. You understand the modification of SDK may result in the disconnect to the old SDK and You may need to reintegrate with the modification. If You are dissatisfied with any aspect of the SDK at any time, Your sole and exclusive remedy is to cease using the SDK.

7. EXPORT RESTRICTIONS

THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL UNITED STATES AND INTERNATIONAL EXPORT LAWS AND REGULATIONS, WHICH INCLUDE RESTRICTIONS ON DESTINATIONS, END-USERS AND END USE. You acknowledge and agree that You will not import, export, or re-export, directly or indirectly, the SDK or related information to any country in violation of the laws and regulations of any app licable jurisdiction. This restriction expressly includes, without limitation, the export regulations of the United States, and the import and export restrictions of the various European countries. You further agree to defend, indemnify, and hold harmless VITURE, its affiliates, and their respective directors, officers, employees, agents and representatives from any losses, costs, claims, or other liabilities arising out of your breach of this Section.

8. Data Collection

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 VITURE 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 VITURE 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. You agree that, if You use the SDK to develop applications for other users, You will protect the privacy and legal rights of Your users, prominently display a privacy policy that describes to Your users the information that is collected by You and Your application and how such information is used and shared. You will maintain and process all user data in accordance with Your privacy policy and all applicable laws and regulations in any countries in which Your application is distributed or used. VITURE may collect certain data through the SDK, including but not limited to information on which tools and/or services in the SDK are being used and how they are being used. Unless You expressly opt-out of allowing this use, this information will be collected and used in accordance with VITURE’s Privacy Policy, which can be accessed at https://www.viture.com/privacy-policy.

9. Trademark License

Nothing in this Agreement gives you a right to use any of VITURE’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features. You agree that you will not adopt, use or attempt to register, whether as a corporate name, domain name, product name, trademark, service mark or other indication of origin, any trademark of VITURE or any mark that is confusingly similar to or will dilute the distinctive nature of the VITURE trademarks. You also agree that you will not include the term “VITURE” as part of the name for any application that you develop using the SDK.

10. Term and Termination

This Agreement is effective until terminated. VITURE has the right to terminate this Agreement immediately if You fail to comply with any term of this Agreement. Despite anything contained in this Agreement to the contrary, VITURE may, in its sole discretion, terminate or suspend access to the SDK at any time. You acknowledge that termination of Your rights and/or monetary damages may not be a sufficient remedy if You breach this license and that VITURE will be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief in the event of a breach. Upon any termination of this Agreement, You must (a) destroy or return to VITURE all full and partial copies of the SDK and (b) discontinue distribution of any Developed Programs.

Notwithstanding any such termination, the sections of this Agreement that, by their inherent nature, are intended to survive the termination will continue in force and effect beyond the termination of this Agreement.

11. DISCLAIMER OF WARRANTIES

THE SDK IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING IT. VITURE DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS OR IMPLIED – INCLUDING THE WARRANTIES OF MERCHANTABILI TY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VITURE PROVIDES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES WITH RESPECT TO YOUR USE OF THE SDK. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE.

12. Limitation of Liability

IN NO EVENT SHALL VITURE BE LIABLE TO YOU FOR ANY LOSSES, LOST PROFITS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM YOUR VIOLATION OF LAWS, REGULATIONS, OR AGREEMENTS, INCLUDING ANY INFRINGEMENT UPON THIRD-PARTY RIGHTS. YOU ACKNOWLEDGE THAT YOU ASSUME FULL RESPONSIBILITY FOR ANY SUCH VIOLATIONS AND THE RESULTING OUTCOMES.

1. Indemnity

To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless VITURE, its affiliates, and their respective directors, officers, employees, agents and representatives 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 allegedly based (in whole or in part) on: (a) Your use of the SDK; (b) any of Your applications 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; (c) any violation by You of any applicable law or regulation; or (d) any non-compliance by You with the terms of this Agreement.

14. Applicable Law; Venue

This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the City and County of San Francisco, California and the parties hereby irrevocably consent to personal jurisdiction and venue therein.

15. General Provisions

This Agreement is not assignable or transferable, in whole or in part, by You, whether involuntarily, by merger, operation of law or otherwise, without VITURE’s prior written consent. Any attempted transfer in violation of this Section is void. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. Captions in this Agreement are for the convenience of the parties only and will not affect the interpretation or construction of this Agreement. In the event any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed from the remainder of this Agreement, and such remainder will remain in force and effect. The parties agree to replace any such invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid pro vision. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior and/or simultaneous representations, discussions, negotiations and agreements relating to the SDK, whether written or oral.