mimik edgeSDK License Agreement

Last modified: Feb 8th, 2018

To get started with the Mimik edgeSDK, you must agree to the following terms and conditions. This is the Mimik edgeSDK License Agreement (the "License Agreement").

1. Introduction

1.1 The Mimik edgeSDK Software Development Kit (referred to in the License Agreement as the "Mimik edgeSDK" and specifically including the system files, packaged APIs, and Mimik edgeSDK library files, if and when they are made available) is licensed to you subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between you and mimik Technology Inc. in relation to your use of the Mimik edgeSDK.

1.2 "Mimik" means Mimik Technology Inc., a British Columbia, Canada corporation with principal place of business at Suite 200-440 West Hastings Street, Vancouver, BC, Canada V6B 1L1.

2. Accepting the License Agreement

2.1 In order to use the Mimik edgeSDK, you must first agree to the License Agreement. You may not use the Mimik edgeSDK if you do not accept the License Agreement.

2.2 By clicking to accept and/or using the Mimik edgeSDK, you hereby agree to the terms of the License Agreement.

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

2.4 If you will use the Mimik edgeSDK internally within your company or organization you agree to be bound by the License Agreement on behalf of your employer or other entity, and you represent and warrant that you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the Mimik edgeSDK on behalf of your employer or other entity.

3. Mimik edgeSDK License

3.1 Subject to the terms of this License Agreement, Mimik grants you a limited, worldwide, non-assignable, non-exclusive, non-sublicensable and revocable (as set forth in the Term and Termination Section) license under copyrights and trade secret rights to use the mimik edgeSDK solely for the purpose of Licensee developing, supporting, and testing Licensee's applications that use the mimik edgeSDK; and (b) make a reasonable number of copies of the Connector SDK necessary to exercise the license grant described above.

3.2 You may not use this Mimik edgeSDK to develop another SDK. It is intended only for building applications that use the functionalities of mimik edgeSDK.

3.3 You agree that Mimik or third parties owns all legal right, title and interest in and to the Mimik edgeSDK, including any Intellectual Property Rights that subsist in the Mimik edgeSDK. "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. Mimik reserves all rights not expressly granted to you.

3.4 You may not use the Mimik edgeSDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Mimik edgeSDK or any part of the Mimik edgeSDK.

3.5 Use, reproduction and distribution of components of the Mimik edgeSDK licensed under an open source software license are governed solely by the terms of that open source software license and not the License Agreement. You agree to remain a licensee in good standing in regards to such open source software licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.

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

3.7 Nothing in the License Agreement gives you a right to use any of Mimik'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 Mimik edgeSDK.

4. Use of the Mimik edgeSDK by You

4.1 Mimik agrees that nothing in the License Agreement gives Mimik any right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you develop using the Mimik edgeSDK, including any intellectual property rights that subsist in those applications.

4.2 You agree to use the Mimik edgeSDK and write applications only for purposes that are permitted by (a) the License 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, United States or other relevant countries).

4.3 You agree that if you use the Mimik edgeSDK to develop applications, you will protect the privacy and legal rights of users. If users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely.

4.4 You agree that you will not engage in any activity with the Mimik edgeSDK, 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 Mimik or any third party.

4.5 You agree that you are solely responsible for (and that Mimik has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through mimik edgeSDK, and for the consequences of your actions (including any loss or damage which Mimik may suffer) by doing so.

4.6 You agree that you are solely responsible for (and that Mimik has no responsibility to you or to any third party for) any breach of your obligations under the License 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 Mimik or any third party may suffer) of any such breach.

4.7 By using the beta version of the Mimik edgeSDK, you acknowledge that implementation of some features are still under development and that you should not rely on the beta version of the Mimik edgeSDK having the full functionality of a stable release. You agree not to publicly distribute or ship any application using the beta version of the Mimik edgeSDK as it will no longer be supported after the official Mimik edgeSDK is released. You understand and agree that this License Agreement only provides rights to use the Mimik edgeSDK for development purposes and that you will enter into a commercial agreement with Mimik to obtain the right to sell, exploit or otherwise distribute any application and/or device that has integrated the Mimik edgeSDK. The commercial agreement will control in the event of a conflict with this License Agreement.

5. Your Developer Credentials

You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Mimik or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

6. Privacy and Information

6.1 In order to continually innovate and improve the Mimik edgeSDK, Mimik may collect certain usage statistics from the software including but not limited to a unique identifier, associated IP address, version number of the software, crash reports, and information on which tools and/or services in the Mimik edgeSDK are being used and how they are being used. The data collected is examined in the aggregate to improve the Mimik edgeSDK.

7. Third Party Applications

7.1 If you use the Mimik edgeSDK to connect to applications developed by a third party or that access data, content or resources provided by a third party, you agree that Mimik 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 Mimik 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.

8. Using mimik APIs

8.1 If you use any API to retrieve data from Mimik, you acknowledge that the data may be protected by intellectual property rights which are owned by Mimik 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 of Service. 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 of Service.

8.2 If you use any API to retrieve a user's data from Mimik, 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. Terminating the License Agreement

9.1 the License Agreement will continue to apply until terminated by either you or Mimik as set out below.

9.2 If you want to terminate the License Agreement, you may do so by ceasing your use of the Mimik edgeSDK and any relevant developer credentials.

9.3 Mimik may at any time, terminate the License Agreement, with or without cause, upon notice to you.

9.4 The License Agreement will automatically terminate without notice or other action when Mimik ceases to provide the Mimik edgeSDK or certain parts of the Mimik edgeSDK to users in the country in which you are resident or from which you use the service.

9.5 When the License Agreement is terminated, the license granted to you in the License Agreement will terminate, you will immediately cease all use of the Mimik edgeSDK, and the provisions of paragraphs 10, 11, 12 and 14 shall survive indefinitely.

10. DISCLAIMERS

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MIMIK EDGESDK IS AT YOUR SOLE RISK AND THAT THE MIMIK EDGESDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM MIMIK.

10.2 YOUR USE OF THE MIMIK EDGESDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MIMIK EDGESDK 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. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT THE MIMIK EDGESDK MAY CONTAIN ERRORS, DEFECTS AND SECURITY VULNERABILITIES THAT CAN RESULT IN SIGNIFICANT DAMAGE, INCLUDING THE COMPLETE, IRRECOVERABLE LOSS OF USE OF YOUR COMPUTER SYSTEM OR OTHER DEVICE.

10.3 MIMIK 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

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIMIK, 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 MIMIK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Mimik, its affiliates and their respective directors, officers, employees and agents 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 Mimik edgeSDK, (b) any application you develop on the Mimik edgeSDK that infringes any Intellectual Property Rights of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you of the License Agreement.

13. Changes to the License Agreement

Mimik may make changes to the License Agreement as it distributes new versions of the Mimik edgeSDK. When these changes are made, Mimik will make a new version of the License Agreement available on the portal where the Mimik edgeSDK is made available.

14. General Legal Terms

14.1 the License Agreement constitutes the whole legal agreement between you and Mimik and governs your use of the Mimik edgeSDK (excluding any services which Mimik may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Mimik in relation to the Mimik edgeSDK.

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

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

14.4 No other person or company shall be third party beneficiaries to the License Agreement.

14.5 EXPORT RESTRICTIONS. THE MIMIK EDGESDK IS SUBJECT TO CANADIAN EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE MIMIK EDGESDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.

14.6 The License Agreement may not be assigned or transferred by you without the prior written approval of Mimik, and any attempted assignment without such approval will be void. You shall not delegate your responsibilities or obligations under the License Agreement without the prior written approval of Mimik.

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