Software Development License

1.       INTRODUCTION.

a.       Use of Software Subject to Agreement.  Your use of our software (referred to collectively as the “Software” in this document) is subject to the terms of this agreement between you and us, as amended from time to time (the “Agreement”).

b.       Acquisition of Licenses.  You acquire Licenses and related services subject to this Agreement by submission of a Purchase Order(s) and payment of amounts due thereunder or by making a credit card payment specifying the type, quantity and License Term of the Software, as a result of which you are entitled to the rights set forth in this Agreement.

c.       Parties.  The term “You” or “you” means the individual, company, entity or organization which is executing or otherwise taking action to be bound by this Agreement; “we” or “us” means Absio Corporation, a Colorado corporation, and “both of us” means both you and us.

2.       ACCEPTING THIS AGREEMENT.

a.       Agreement to Terms.  Your use of our Software is subject to your acceptance of the terms of the Agreement whether by (i) clicking to accept or agree to this Agreement, where this option is made available to you; (ii) by executing a Purchase Order referring to this Agreement; (iii) by paying an invoice referring to this Agreement; (iv) by executing this Agreement; or (v) by actually using the Software.

b.      Acceptance of Terms by a Company, Entity or Organization.  If you are entering into this Agreement on behalf of an entity, company or organization, you represent that you have the authority to bind your company, entity or organization to this Agreement.

 3.       DEFINITIONS.  The following terms used in this Agreement have the specific meanings set forth below:

a.       "Add-on Module" means the portion of the Software, if made available, that adds new functionality to the SDK, but is not required to be installed to ensure continued functioning of Application(s).

b.       "Agreement" is defined in section 1(a).

c.       "Application" is a software application you create which incorporates the Software.

d.       "Broker™" means the portion of the Software, if required, enabling user identity management, storage of public encryption keys, the routing and sharing of Content and, if applicable, the backup storage of Content or private encryption keys.

e.       "Business Days" means days that occur Monday through Friday, exclusive of observed holidays.  If any event occurs during a Business Day, and the response is designated in “Business Days,” the deadline for such event to occur shall be prior to the end of the Standard Support Hours on that number of following Business Days.  For example, an event occurring on Monday (at any time) for which one Business Day response is committed is due to be responded to by 7:00 pm Mountain Time Tuesday.  An event occurring on Monday for which five Business Days response is committed to is due to be responded to by 7:00 pm Mountain Time on the subsequent Monday.

f.       "Business Hours" has the following meaning:  if any event occurs during Standard Support Hours, and the response is designated in “Business Hours,” such time period shall mean actual hours (even if such period extends beyond the normal end of Standard Support Hours).  If any event occurs outside of Standard Support Hours, and the response is designated in “Business Hours,” such time period shall mean actual hours commencing upon the opening of business on the next Business Day

g.       "Customer" means your customer to whom you sell or license the Application(s).

h.       "Developer" means an individual person engaged in the development of Application(s), whether or not such Developer uses the Software directly in the course of his or her work.

i.       "Extraordinary Circumstances" include fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems and the like) or any other cause beyond our reasonable control.

j.       "Feedback" is defined in section 10(b).

k.       "License" means the acquisition of the particular use rights (via payment and agreeing to the terms of this Agreement), and with the rights the responsibilities, provided in this Agreement.

l.       "License Term" means the period for which you have acquired the right to use the Software, pursuant to this Agreement and any Purchase Order.

m.      "Licensee" means you and/or any of your Customer(s) using your Application(s).

n.       "Location" means a physical or virtual location where an Application is used.

o.       "Major Release" means a change to the Software which requires a change to the Application to consume.

p.       "Minor Release" means a change to the Software provided according to a normal development cycle, which does not generally require a change to the Application to consume.

q.       "Patch Release" means a change to the Software provided outside the normal development cycle, which does not generally require a change to the Application to consume.

r.       "Purchase Order" means a separate document itemizing the Software you are licensing pursuant to this Agreement, the License Term and the cost of such License(s).

s.       "Sale" or "sell" and other similar terms, when used in connection with the marketing and distribution of any of the Software shall mean the licensing of such materials, and shall not be deemed for any purpose to mean a transfer of title or other rights of ownership to the Software.

t.       "SDK" means the portion of the Software enabling, among other functions, and as applicable to your Application(s), user registration, user or device authentication, private /public encryption key generation, Content encryption/decryption, Content access and use controls, and the obfuscated storage of encrypted Content and encryption keys.

u.       "Software" is defined in section 1(a).

v.       "Standard Support Hours" means from 8:00 am to 5:00 pm, Mountain Time, Monday through Friday, exclusive of observed holidays.

w.       "Trial License" is defined in section 4(c)(iii).

x.       "Trial Purchase Order" provides the terms and conditions of a Trial License.

 y.       "Updates" means Major Releases, Minor Releases and Patch Releases.

4.       LICENSE FROM US.

a.       Grant of License – Usage in General.  Subject to this Agreement, we give you a personal, worldwide, non-exclusive right to use the Software in object code form only (except as otherwise specifically set forth below) for the purposes set forth below, depending on the particular license you have acquired.  You may use the Software solely for the purpose of designing, developing and testing your Application(s) and (as subject to the provisions below) using such Application(s) internally or making them accessible or distributing them to third parties.

You may distribute the Application(s) you make containing our Software subject to the limitations of and type of use set forth below and in any Purchase Order, and subject to the following conditions:  (i) you may not permit further redistribution of our Software by your Customer(s); (ii) you must distribute your Application(s) under a written agreement that prohibits reverse engineering, decompilation or disassembly of the Application(s) and requires your Customer(s) of the Application(s) to abide by the conditions stated in this Agreement; and (iii) without our consent, or as required below, you may not use our name, logo or trademarks to market your Application(s).

b.       License Grant – Length of Term.  The provisions of this Agreement are effective unless terminated.  Following the expiration of the applicable License Term, you may no longer deploy new units of Application(s) incorporating the Software.  Unless otherwise expressly prohibited by this Agreement, however, your Customer(s) continue to have the right to use Application(s) incorporating the Software supplied to them prior to the expiration of the related License Term.  Any use of the Software beyond the scope of this Agreement or any Purchase Order is subject to payment of additional License fees.

 c.       Licensing Models.

i.       In General.  The Software includes the SDK and may include Add-on Modules and Broker™, if applicable. Your License requirements will be determined by the number of your Developers and whether the Application(s) are installed in a single Location or multiple Locations. The purchase price(s) for your License to the Software are specified on a Purchase Order.

ii.       Trial Option.  We may supply “Trial Licenses” for evaluation by you prior to purchasing a paid License. If your Software is designated as supplied under a Trial License, the terms of that Trial License will be specified on a Trial Purchase Order.

iii.       U.S. Government End Users.  The Software is “Commercial Computer Software” as defined in DFARS 252.227-7014, and “Restricted Computer Software” as defined in FAR 52.227-14, Rights in Data-General, including Alternate III, as applicable, with “Limited Rights,” in accordance with this Agreement’s terms and conditions.  We must be notified in advance of any license grants to United States Federal Governmental entities.

5.       LIMITATION ON YOUR USE.

a.       Restrictions on Use.  You may not (and you may not permit anyone else, on your behalf or otherwise to) copy, disassemble, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof.

b.      Compliance with Laws.  You agree to use the Software only for purposes, and in a manner, permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions including, without limitation, any regulations of the United States Bureau of Export Administration and other applicable governmental agencies (including all applicable US export restrictions).

c.       Restrictions on Sublicense or Assignment.  This Agreement and any license granted under this Agreement are personal to you, and do not include the right to sublicense your rights under this Agreement to any third party.  You may not transfer or assign, by operation of law or otherwise, this Agreement or your License to any third party without our prior written consent, which may be withheld in our sole discretion for any reason or no reason.  Notwithstanding the foregoing, you may permit your employees, consultants or other third-party service providers (collectively, “Personnel”) to access and use the Software on your behalf; provided that you shall be responsible for ensuring that your Personnel comply with this Agreement and any applicable end user license agreement or terms and conditions to which they assent.  If you acquire a third party entity or acquire substantially all the assets or equity of a third party entity, or are acquired by a third party, in each case, whether by merger, change in control, sales of assets, consolidation or otherwise, such event shall be considered an assignment of this Agreement for this purpose.  Any assignment or attempted assignment in violation of this Agreement shall be of no effect, and shall constitute a breach of this Agreement and result in the immediate and automatic termination of your license rights under this Agreement; any renewal of such rights shall, if then available, be at our sole discretion, and will be on terms and conditions applicable at the time of such renewal.  You may not create a library that exposes or wraps functionality of the Software to a non-licensed party.

d.       Additional Restrictions.

i.       Maximum Number of Applications per License.   Your License permits you to incorporate our Software into Applications you build.  Your Purchase Order(s) will specify the maximum number of Applications you may build with a single License.

ii.       Building Custom Applications for Multiple Customers.  If you build custom/bespoke Applications for multiple Customers, you must purchase a separate License for each Customer.

 6.       SUBSEQUENT OR PREVIOUS VERSIONS OF THE SOFTWARE; MULTIPLE PHYSICAL COPIES.

a.       Future Versions.  The License granted to you under this Agreement is for the current version of the Software as of the time we make such version available to you under this Agreement.  We may release future versions of the Software under this Agreement or a different agreement.  Nothing in this Agreement is a commitment to you of compatibility between the Software and any future versions of the Software. This Agreement shall apply to any such updated Software made available to you except as otherwise expressly agreed in connection with such updated Software.

b.      Upgrades of Previous Versions.  If the Software provided to you is an upgrade or revised version of the Software previously provided to you under this Agreement or a predecessor agreement, you may not loan, rent, lease or otherwise transfer the original non-upgraded Software to another user or a separate computer.  If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use by another user or on a separate computer.

c.       Multiple Physical Copies.  You may receive the Software in more than one medium.  Receipt of more than one copy of the Software (either on physical media or by multiple downloads or otherwise) does not entitle you to any additional rights to the Software.  Your rights to use the Software derive from this Agreement and the License related hereto, not from any rights to ownership of tangible media, which if provided is only provided for your convenience.

7.       SUPPORT OBLIGATIONS.  The following provisions set forth your rights concerning maintenance and support of the Software.  Any such services are provided only during the License Term.

a.       General.  Our support obligations for the Software are comprised of the following:

i.       Updates.  We will make available to you, at no additional charge, all Updates to the Software which we make generally available to our customers during your License Term.

ii.       Versions Supported.  We will not be responsible for support services for any version of the Software other than the current and previous Major Release of the Software, provided that we will support each Major Release (and the latest Minor Release(s) and Patch Release(s) made available with respect thereto) for a period of not less than one year from initial release of the Major Release.

iii.       Problem and Error Resolution.  We will investigate all potential errors related to the Software’s nonconformance to any documentation we provide, so long as you have notified us in writing (including via email and via submission to a support site or portal we make available to you) during the License Term.  We will make commercially reasonable attempts to substantiate the existence of the problem or error, evaluate the seriousness of the problem’s effect on you and provide a workaround or resolution within the time frame established in the Error Reporting and Priority Guidelines.  This does not guarantee that the resolution will include an update to the Software that will resolve or fix the reported issue.

iv.       Telephone Consultation.  We will provide reasonable telephone consultation to assist in the implementation and utilization of the Software during our Standard Support Hours.  We may require that you submit a support request through a web support portal, depending on the classification of assistance required.

b.      Error Reporting and Priority Guidelines.

i.       Contacting our Support.  Requests, other than bug submissions, may be made by telephone at (720) 836-1225, or via email at support@absio.com.

ii.       Submitting Bugs.  Bug submissions must be made to our submission portal at https://github.com/Absio/absio-secured-container/issues.

iii.       Classification of Errors.  Upon receipt of requests for support, we classify support calls on the following basis: