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SDK LICENSE AGREEMENT
PLEASE READ CAREFULLY BEFORE INSTALLING, COPYING OR OTHERWISE USING THE SDK: THIS SDK LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”) AND BBPOS LIMITED (“BBPOS”) AND IS EFFECTIVE UPON YOUR ACCEPTANCE. BY CLICKING ON THE “I AGREE” BUTTON, INSTALLING, COPYING OR OTHERWISE USING THE SDK, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “I AGREE” BUTTON AND DO NOT INSTALL OR USE THE SDK.

NOTICE:

The SDK is not intended to enable the design of Applications that (i) are used in any medical, life-saving or life sustaining systems (ii) used for the diagnosis of disease or the cure, mitigation, treatment, or prevention of disease or for any use that is intended to affect bodily structure or function or (iii) to be used as an accessory to a regulated medical device or to transform a computing platform into a regulated medical device.

Definitions

In this Agreement, the following capitalized terms shall have the meanings below:

"Affiliate" shall mean any corporation or other entity that is controlled by, or is under common control with a party (a corporation or other entity shall be deemed to control another if it owns or controls more than fifty percent (50%) of the voting stock or other ownership interest of the corporation or entity).

"Application" means a software program developed by Licensee for specific use with the BBPOS products in compliance with the Documentation and the program requirements and under Licensee’s own trademark and/or brand, including, in respect of such software programs, all bug fixes, enhancements, modifications, new releases, new versions, revisions, supplements, updates and upgrades.

"Authorized Users" means Licensee’s employees or other authorized contractors who have written and binding agreements with Licensee to protect the unauthorized use and disclosure of BBPOS and other third party Confidential Information (to the extent they will have access to such Confidential Information).

"Confidential Information" has the meaning given in Clause 5.1.

"Documentation" means any technical specifications and other specifications or documentation that BBPOS may make available or provide to Licensee relating to or for use in connection with the SDK.

"Published API(s)" means the documented Application Programming Interface(s) contained in the SDK.

"Sample Code” means the software marked as “sample” or delivered in a folder marked “sample” that may be included as a part of the SDK. Sample Code may be in source code or object code format.

"SDK" means BBPOS SDK, which includes the APIs, Documentation, libraries, files, Sample Code, applications, files and tools provided or made available to Licensee by BBPOS pursuant to this Agreement for use in connection with the development of Applications, including any Updates that BBPOS may provide or make available. For the purpose of clarity, SDK is BBPOS’s proprietary information and software is considered neither as open source nor in the public domain.

"Term" means the term of this Agreement as specified in Clause 1.

"Updates" means, in respect of the SDK or any part of the SDK, bug fixes, enhancements, modifications, new releases, new versions, supplements, updates or, upgrades.

1. Term

This Agreement is effective upon Licensee’s acceptance, by clicking on the “I AGREE” button, and continues to be effective until terminated by Licensee or BBPOS in accordance with Clause 9 (“Term”).

2. Grant of SDK License and Restrictions

2.1
Subject to the provisions of this Agreement, BBPOS hereby grants Licensee a limited, non-exclusive, personal, revocable, non-sub licensable and non-transferable license during the Term to:
  1. install a reasonable number of copies of the SDK on computers which Licensee owns or controls, for internal use by Licensee or Authorized Users solely for the purpose of developing or testing Applications; and
  2. make a reasonable number of copies of the Documentation and distribute such copies to Authorized Users for internal use solely for the purpose of developing or testing Applications.

2.2
Licensee must ensure that the BBPOS copyright disclaimers and other proprietary notices that appear in the SDK and Documentation are retained and reproduced in full in all copies of the SDK and Documentation that Licensee makes as permitted under this Agreement.

2.3
Licensee must not, directly or indirectly, sell, redistribute, rent, lease, lend or sublicense all or any part of the SDK, or enable or allow others to do such things. Licensee must not use the SDK for any purpose that is not expressly permitted under this Agreement. Except to the extent permitted by licensing terms in respect to the Third Party Software components or Sample Code included in the SDK, Licensee must not, directly or indirectly, copy (except as expressly permitted under this Agreement), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part thereof, or enable or allow others to do such things. The foregoing restrictions apply except as prohibited by applicable law and only to the extent of such prohibition.

2.4
Licensee must not exploit the SDK in any unauthorized way, Any attempt to do so constitutes a violation of the rights of BBPOS and licensors of the SDK.

2.5
Except for the limited license granted to Licensee in this Agreement, all rights, title, and interest in and to the SDK and any Updates that are made available to Licensee under this Agreement remain, at all times, the sole and exclusive property of BBPOS. Licensee agrees to cooperate with BBPOS to maintain BBPOS's ownership of the SDK, and Licensee agrees to promptly provide notice of any claims or threatened claims relating to the SDK. Apart from the license rights expressly set out in this Agreement, BBPOS does not grant to Licensee and Licensee does not receive, whether by implication, estoppel or otherwise, any ownership right, title or interest nor any security interest or other interest in any intellectual property rights relating to the SDK, nor in any copy of any part of the foregoing, nor any other licenses, immunity or rights, express or implied.

2.6
Except as expressly permitted under this Agreement, nothing in this Agreement grants Licensee any right to use any of BBPOS’s trademarks, trade names, copyrights, service marks, logos, domain names, patents, trade secrets, other brand features distinctive to BBPOS or other intellectual property, which remain, at all times, the sole and exclusive property of BBPOS.

2.7
BBPOS may, at any time without notice, extend, enhance, or otherwise modify the SDK. If BBPOS makes available Updates, such Updates will be governed by this Agreement (unless a separate license is provided with the Update, in which case the terms of that license will govern the Update). Licensee acknowledges that BBPOS has no obligation, whether express or implied, to announce or make available any Updates. Where an Update is made available, such Update may have APIs, features, services and/or functionality that are different from those found in the SDK licensed under this Agreement.

2.8
From time to time during the Term, BBPOS may provide Licensee with a beta version of the SDK, meaning that such version has not been fully tested or tested at all. Licensee acknowledges and agrees that Licensee must not rely on such beta version to perform in the same manner as a final-release commercial-grade product and Licensee must not use such beta version with data that is not sufficiently backed up on a regular basis.

2.9
BBPOS has no obligation to provide any maintenance, technical or other support in respect of the SDK.

2.10
If the Application is distributed, offered, resold, or licensed ("Distribute") under the white-labeling of a third party, BBPOS may object to such Distribution if BBPOS deems the Distribution adversely affects BBPOS's business. In that case, Licensee shall immediately cease to Distribute the Application and discuss with BBPOS in good faith to find an alternative which should be mutually beneficial to both Licensee and BBPOS.

3. Conditions and Requirements

3.1 General Conditions and Requirements
acknowledges and agrees that the Applications must comply with the conditions and requirements set out below, as modified by BBPOS from time to time:
  1. Licensee will comply with all applicable laws and regulations in connection with this Agreement;
  2. If an Application captures, collects or records any form of user or device data, images, pictures or voice data (collectively "Recordings"), or processes, maintains, uploads, syncs, or transmits any form of user data, content or information (collectively "Transmissions"), such Recordings and Transmissions must comply with all applicable laws and regulations (including but not limited to privacy laws) as well as any BBPOS’s internal policies or requirements in relation to such matters (including but not limited to any notice or consent requirements). In particular, Licensee must ensure that a reasonably distinctive and conspicuous visual indication that a Recording is taking place is displayed to the user as part of the Application.
  3. Licensee will be solely responsible for and will hold BBPOS harmless with respect to any and all claims and/or damages arising from or related to the Application installing or launching other executable code itself through the use of a plug-in architecture, calling other frameworks, other APIs or otherwise except as authorized by BBPOS in writing in advance. Licensee will be solely responsible for and will hold BBPOS harmless with respect to any and all claims and/or damages arising from or related to the download or use of interpreted code in any Application other than the code that is interpreted and run by BBPOS's Published APIs and built-in interpreters except as authorized otherwise by BBPOS in advance in writing.
  4. Applications must comply with all applicable laws and regulations (including the laws and regulations of any jurisdiction in which the Applications are offered or made available) and BBPOS’s internal policies and regulations. Before Applications are available to customer, end users or the public, Licensee shall obtain all required and necessary permissions and/or approvals from relevant government authorities. In addition, in respect of any Application that may collect, transmit, maintain, process, share, disclose or otherwise use personal information, location information, health information or other data that relates to a user ("User Information Handling"), Licensee shall comply, and the Application must be compliant, with all applicable privacy and data collection laws and regulations with respect to such User Information Handling. Licensee must ensure that any processing or transmission of the end user data is conducted in a manner that preserves the accuracy and security of the data. Licensee must not design or market Applications for the purpose of violating any legal rights of any person (including but not limited to privacy rights).
  5. Without limiting Licensee’s obligations under paragraph
  6. Licensee must ensure that any Application that offers health information or location information based services or functionality notifies and obtains consent from an individual before the individual’s health or location data is collected, transmitted or otherwise used by the Application. In addition, Applications that use health information based APIs shall comply with BBPOS’s registration process.
  7. Licensee shall not use the Application for nuclear energy equipment, air traffic control, the operation of communication system, public transportation control, life support devices, or other devices that may cause deaths, injuries or severe physical or environmental losses in the event that the Application fails to perform in such devices. Any attempt to do so shall be deemed as a material breach under this Agreement.
  8. Applications must not disable, override or otherwise interfere with any BBPOS-implemented system including, but not limited to, those that are intended to notify a user that the user's location data is being collected, transmitted, maintained, processed or used, or intended to obtain consent for such use. Applications may not provide services for which the user's consent has been denied or withdrawn.
  9. If an Application includes any Third Party Software, Licensee must comply with all licensing terms applicable to such Third Party Software. However, Licensee shall separate the portion of the Third Party Software from the portion of the SDK in Licensee’s Application and shall not cause the portion of the SDK in Licensee’s Application, any derivative works thereof, and/or BBPOS’s Confidential Information to be subject to the licensing terms applicable to such Third Party Software (e.g., public disclosure, public distribution). Licensee shall indemnify, defend and hold harmless BBPOS, its distributors and its customers from and against any and all claims, demands, damages, costs or expenses (including reasonable attorney’s fees) and liabilities arising out of or in relation to the use of Third Party Software.
  10. Applications may be rejected if they contain content or materials of any kind (including, but not limited to, text, graphics, images, photographs, sounds, etc.) that BBPOS reasonably determines to be objectionable (for example, materials that may be considered obscene, pornographic or defamatory).
  11. Licensee shall promptly respond to BBPOS regarding the use of policies and APIs in connection with the Application and/or SDK, upon BBPOS’s request.
  12. Licensee warrants that the use of Licensee’s Application does not and will not infringe the intellectual property rights, or other proprietary rights of any third party and shall immediately notify BBPOS in the event of any such infringement.
  13. Licensee warrants that the Application is free from material errors and defects. Licensee warrants that the Application has been designed and developed for installation and operation solely on the devices that have been fully tested and approved by BBPOS.
  14. Licensee acknowledges and agrees that in connection with Licensee’s use of the SDK, BBPOS may collect and use information about the Application and use of Application. Licensee shall obtain all consents from the users of the Application necessary for BBPOS to use the foregoing information for the purpose of improving SDK and for providing services, if any, related to the SDK. For the purpose of clarity, BBPOS reserves the right to charge for use of the SDK in the future.

4. Licensee’s Responsibilities

4.1
Licensee represents and warrants to BBPOS and agrees that:
  1. Licensee has the requisite corporate authority to enter into this Agreement and perform its obligations under this Agreement, and this Agreement does not conflict with any other agreement or obligation by which it is bound;
  2. Licensee is and will be responsible for the Authorized Users’ use of the SDK and their compliance with this Agreement; and
  3. Licensee will be solely responsible for all activities Licensee and the Authorized Users undertake in connection with the SDK, the Applications and the development of Applications.

5. Confidentiality and Press Release

5.1
Licensee acknowledges and agrees that the SDK (including all test versions of the SDK) constitute "Confidential Information" for the purposes of this Agreement, unless BBPOS expressly indicates otherwise or makes the terms and conditions of the SDK publicly available. Notwithstanding the foregoing, Confidential Information does not include information that Licensee can demonstrate by written evidence: (i) information that is generally and legitimately available to the public through no fault or breach by Licensee, (ii) information that BBPOS makes generally made available to the public, (iii) information that Licensee independently develops without use or reliance of any Confidential Information, (iv) information that Licensee lawfully obtains from a third party who has the right to transfer or disclose the information to Licensee without limitation, or (v) any Open Source Software included in the SDK, the licensing terms of which do not contain obligations of confidentiality.

5.2
Licensee must protect Confidential Information using a degree of care that is no less than that which Licensee uses to protect Licensee’s own confidential information of the same or similar importance (and in any event, no less than a reasonable degree of care). Licensee may use Confidential Information solely for the purpose of exercising Licensee’s rights and performing Licensee’s obligations under this Agreement and Licensee must not use Confidential Information for any other purpose, or for Licensee’s own or any third party’s benefit, without the prior written consent of BBPOS. Licensee may disclose Confidential Information to the extent required by law, provided that Licensee takes reasonable steps to notify BBPOS of the relevant requirement prior to disclosing the Confidential Information and Licensee takes reasonable steps to obtain protective treatment against disclosure of the Confidential Information.

5.3
Licensee will not issue any press releases or make any other public statements relating to this Agreement, its terms and conditions, or Licensee’s relationship with BBPOS without the express prior written approval of BBPOS.

6. DISCLAIMER OF WARRANTY

BBPOS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PUPOSE AND NON-INFRINGEMENT. FURTHER, BBPOS DOES NOT REPRESENT OR WARRANT THAT ANY PORTION OF THE SDK IS FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND FROM BBPOS. LICENSEE’S USE OF THE SDK IS AT ITS OWN DISCRETION AND RISK, AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SDK INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE’S COMPUTER SYSTEM OR LOSS OF DATA. FOR THE PURPOSE OF CLARITY, THE SAMPLE CODE IS LICENSED “AS-IS” AND LICENSEE BEARS THE RISK OF USING IT. BBPOS GIVES NO EXPRESS AND/OR IMPLIED WARRANTIES, GUARANTEE OR CONDITIONS.

7. LIMITATION OF LIABILITY

SUBJECT TO TERMS AND CONDITIONS OF THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWED AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, BBPOS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE OR ANY THIRD PARTY THROUGH LICENSEE FOR PERSONAL INJURY OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, LICENSEE’S USE OF THE SDK, OR LICENSEE’S DEVELOPMENT OF APPLICATIONS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE SDK LICENSED HEREUNDER IS NOT DESIGNED OR INTENDED FOR USE TO ENABLE THE DESIGN OF APPLICATIONS USED IN ANY MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, TRANSPORTATION SYSTEMS, NUCELAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE SDK COULD LEAD TO PERSONAL INJURY OR DEATH OR FOR USE IN ANY SECURIT-RELATED USE CASES. LICENSEE’S UNDERSTSANDING, ACKNOWLEDGEMENT AND ACCEPTANCE OF THIS AGREEMENT ARE THE LEGAL BASIS AND CONSIDERATION FOR THE LICENSES GRANTED UNDER IT.

8. Indemnity

8.1
To the fullest extent permitted by law, Licensee agrees to indemnify, defend and hold harmless BBPOS, its Affiliates, directors, officers, employees, independent contractors and agents (each a "BBPOS Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation reasonable attorneys fees) (collectively "Losses") incurred by a BBPOS Indemnified Party as a result of Licensee’s (or an Authorized User’s) breach of this Agreement, any claims that the Applications violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Licensee’s (or any Authorized User’s) use of the SDK, the Applications or Licensee’s (or any Authorized User’s) development or distribution of Applications.

8.2
Licensee acknowledges that the SDK is not intended to be used in the development of any Application where death, personal injury, or severe physical or environmental damage could result from errors or inaccuracies in the content, data or information provided by the Application or by Application failures. To the extent permitted by law, Licensee agrees to indemnify, defend and hold harmless each BBPOS Indemnified Party from any Losses incurred by such BBPOS Indemnified Party as a result of Licensee’s use of the SDK in the development of any such Applications.

8.3
Licensee must not enter into a settlement or like agreement with any third party that affects BBPOS's rights or binds BBPOS in any way related to or arising from Licensee’s (or any Authorized User’s) use of the SDK without the prior written consent of BBPOS.

9. Termination

9.1 Right to Terminate
This Agreement and all rights granted by BBPOS hereunder will be immediately terminated:
  1. by Licensee: if Licensee ceases use of the SDK;
  2. by BBPOS: (i) if Licensee has breached any terms of this Agreement; or (ii) if BBPOS is required by law to terminate this Agreement or the rights granted by BBPOS;
  3. by either party for any reason or no reason upon thirty (30) days prior written notice to the other party;

9.2 Consequences of Termination
Upon the termination of this Agreement: (a) all rights granted in this Agreement will terminate; (b) Licensee shall promptly stop using the SDK and return the SDK to BBPOS or destroy all electronic copies of the SDK and, at BBPOS’s request, provide written certification of such destruction to BBPOS. The provisions of Clauses 1, 2.4, 2.5, 2.6, 2.7, 2.8, 3, 4, 5, 6, 7, 8, 9 and 10 will survive the expiration or termination of this Agreement.

9.3
BBPOS will have no liability to pay compensation or damages, or to provide an indemnity, of any kind as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement is without prejudice to any other right or remedy that BBPOS may have, now or at any time in the future.

10. General

10.1 Assignment.
Licensee may not assign the Agreement, in whole or in part, without BBPOS’s prior written consent, and any attempt to do so without such consent shall be void. BBPOS may assign this Agreement without the Licensee’s consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.2 Relationship of Between Licensee and BBPOS.
This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal relationship between Licensee and BBPOS, and Licensee must not represent the existence of any such relationship, whether expressly, by implication or otherwise.

10.3 Third Party Rights
This Agreement is not for the benefit of any third parties.

10.4 Development by BBPOS.
Nothing in this Agreement limits or otherwise affects BBPOS's right to acquire, develop, license, market, promote, or distribute any product or technology that performs the same or similar functions as the Applications or any other products or technologies that Licensee develops, markets, promotes or distributes, or that otherwise competes with the Applications or such products or technologies.

10.5 Notices.
Any notices or other communication made pursuant to this Agreement must be in writing and will be deemed to have been fully given or made when: (a) personally delivered; or (b) three (3) days after being mailed via commercially reputable overnight delivery service, to the following address:
BBPOS Limited
Suite 1904, 19/F
Tower 2, Nina Tower
8 Yeung UK Road
Tsuen Wan, New Territories
Hong Kong

Attention: Ben Lo
Licensee agrees to receive notices and other communications to be made to Licensee pursuant to this Agreement by email and Licensee agrees that any notices that BBPOS sends to Licensee by email will satisfy any legal communication requirements.A party may change its email or mailing address by giving the other party written notice in accordance with this Clause.

10.6 No Waiver.
Failure by BBPOS to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of BBPOS’s rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or the right to take action in respect of a subsequent default by Licensee in the performance or compliance with any of the terms and conditions set forth in this Agreement.

10.7 Remedies.
Licensee acknowledges that any disclosure, use or misappropriation of Confidential Information of BBPOS in violation of this Agreement would cause BBPOS irreparable harm for which there may be no adequate remedy at law. Accordingly, Licensee agrees that BBPOS shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies otherwise available to BBPOS at law or in equity.

10.8 Governing Law; Venue.
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to any conflict-of-laws rules.

Subject to the next succeeding sentence the courts of Hong Kong will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Licence. The parties irrevocably agree to submit to that jurisdiction. The immediately preceding sentence is included for the benefit of BBPOS. Accordingly BBPOS retains the right to bring proceedings in any other court of competent jurisdiction. The Licensee irrevocably waives any objection to, and agrees to submit to the jurisdiction of such other courts.

The Licensee irrevocably agrees that a judgment or order of any court referred to in this clause is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.

10.9 Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to the use of the SDK licensed hereunder and supersedes all existing agreements and all other oral, written or other communications between the parties concerning this subject matter. If any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected or impaired.