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| Copyright (c) 2026 Your Company, Inc. | |
| All rights reserved. | |
| ENTERPRISE SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT | |
| IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE | |
| INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE. | |
| This Enterprise Software Development Kit License Agreement | |
| ("Agreement") is a legal agreement between Your Company, Inc. | |
| ("Licensor") and the individual or legal entity obtaining access | |
| to the Software ("Licensee"). | |
| By installing, downloading, accessing, or using the Software, | |
| Licensee agrees to be bound by the terms of this Agreement. | |
| If Licensee does not agree to these terms, Licensee may not use | |
| the Software. | |
| 1. DEFINITIONS | |
| "Software" means the SDK, libraries, APIs, source code, object code, | |
| documentation, examples, updates, and related materials provided | |
| by Licensor. | |
| "Authorized Users" means employees and contractors of Licensee | |
| authorized to use the Software on Licensee’s behalf. | |
| "Internal Business Purposes" means Licensee’s internal development | |
| and operation of applications or integrations that interact with | |
| Licensor products or services. | |
| 2. LICENSE GRANT | |
| Subject to the terms of this Agreement and any applicable commercial | |
| order or subscription agreement, Licensor grants Licensee a limited, | |
| non-exclusive, non-transferable, non-sublicensable, revocable license to: | |
| (a) install and use the Software for Internal Business Purposes; | |
| (b) reproduce and modify the Software solely as necessary to develop, | |
| test, and maintain integrations with Licensor products or services; | |
| (c) distribute applications developed using the Software, provided | |
| that such applications do not expose or redistribute the Software | |
| except as explicitly permitted herein. | |
| 3. RESTRICTIONS | |
| Except as expressly permitted by this Agreement or applicable law, | |
| Licensee shall not: | |
| (a) copy, distribute, sell, lease, sublicense, transfer, disclose, | |
| or otherwise make the Software available to any third party; | |
| (b) reverse engineer, decompile, disassemble, or attempt to derive | |
| source code, underlying ideas, algorithms, or trade secrets from | |
| the Software; | |
| (c) remove, alter, or obscure copyright, trademark, or proprietary | |
| notices; | |
| (d) use the Software to create a competing product or service; | |
| (e) use the Software in violation of applicable laws, regulations, | |
| or third-party rights; | |
| (f) publish benchmarks or performance results without Licensor’s | |
| prior written consent; | |
| (g) circumvent license enforcement, usage limits, authentication, | |
| or security mechanisms. | |
| 4. OWNERSHIP | |
| The Software is licensed, not sold. Licensor and its licensors retain | |
| all right, title, and interest in and to the Software, including all | |
| intellectual property rights. | |
| No rights are granted except as expressly stated in this Agreement. | |
| 5. FEEDBACK | |
| If Licensee provides suggestions, ideas, improvements, or feedback | |
| regarding the Software, Licensor may use such feedback without | |
| restriction or obligation. | |
| 6. CONFIDENTIALITY | |
| The Software and related non-public documentation constitute | |
| confidential and proprietary information of Licensor. | |
| Licensee shall use reasonable measures to protect the confidentiality | |
| of the Software and shall not disclose it to third parties except to | |
| Authorized Users with a legitimate need to access it. | |
| 7. SUPPORT AND UPDATES | |
| Unless separately agreed in writing, Licensor has no obligation to | |
| provide maintenance, support, updates, or enhancements. | |
| Licensor may modify, suspend, or discontinue the Software at any time. | |
| 8. OPEN SOURCE COMPONENTS | |
| The Software may include third-party open source components subject | |
| to separate license terms. Such components are licensed under their | |
| respective licenses and not under this Agreement. | |
| 9. DISCLAIMER OF WARRANTIES | |
| THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." | |
| LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, | |
| STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, | |
| FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND | |
| THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. | |
| 10. LIMITATION OF LIABILITY | |
| TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE | |
| FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, | |
| OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, | |
| GOODWILL, OR BUSINESS INTERRUPTION. | |
| LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO | |
| THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR | |
| THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. | |
| 11. TERMINATION | |
| This Agreement terminates automatically if Licensee breaches any | |
| provision of this Agreement. | |
| Upon termination, Licensee shall cease all use of the Software and | |
| destroy all copies of the Software in its possession or control. | |
| Sections intended by their nature to survive termination shall survive, | |
| including ownership, confidentiality, disclaimers, limitations of | |
| liability, and governing law. | |
| 12. EXPORT COMPLIANCE | |
| Licensee shall comply with all applicable export control and sanctions | |
| laws and regulations. | |
| 13. GOVERNING LAW | |
| This Agreement shall be governed by and construed in accordance with | |
| the laws of the State of Delaware, excluding conflict of law principles. | |
| Any disputes arising out of this Agreement shall be subject to the | |
| exclusive jurisdiction of the courts located in Delaware. | |
| 14. ENTIRE AGREEMENT | |
| This Agreement constitutes the complete and exclusive agreement | |
| between the parties regarding the Software and supersedes all prior | |
| or contemporaneous agreements and understandings relating to its subject matter. | |
| For licensing inquiries: | |
| legal@yourcompany.com |
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