MATTR Pi SDK Trial Licence Agreement

Licence

1. This MATTR Pi SDK Trial Licence Agreement (SDK Agreement) applies to all or any part of a software development kit specified in Annex A or which otherwise states it is subject to this SDK Agreement, including any associated documentation and any updates or modifications that we publish or make available to you (Software).

2. Your use of the Software is subject to:

   1. the terms of the MATTR Customer Agreement available at https://learn.mattr.global/docs/terms/customer-agreement (Customer Agreement); and
   2. this SDK Agreement,

   together, “the Agreement”.

3. By downloading and using any Software or by signing this SDK Agreement, you agree to the terms of both the Customer Agreement and this SDK Agreement. The Customer Agreement will apply between you and MATTR in respect of any other MATTR products and/or Services you consume whether in connection with the Software or otherwise. The SDK Agreement will constitute the “Service Terms” applicable to your use of the Software for the purposes of the Customer Agreement. Capitalised terms used in this SDK Agreement that are not defined, have the meaning given to them in the Customer Agreement.

4. Subject to clause 1.5, we grant you a non-exclusive non-sublicensable non-transferable licence to use the Software solely:

   1. in accordance with this Agreement; and
   2. for the permitted purpose set out in clause 4.

5. You must not, without our prior written consent:

   1. provide the Software or a copy of the Software to any third party for any reason;
   2. distribute, sub-licence, modify, resell, rent, lease, make available to third parties, or otherwise deal in the Software;
   3. remove any copyright, patent or other proprietary notices contained in the Software; or
   4. use the Software for any commercial purpose.

6. You must comply with any additional conditions or obligations we have separately specified as applying to the Software (including in any instructions or conditions made available on our website or at the point of download of the Software).

Intellectual Property

1. All Intellectual Property in the Software is owned by MATTR or its licensors or assignees. Other than as expressly provided to the contrary, nothing in this Agreement operates to transfer or assign ownership of Intellectual Property, or confers on you any right, title or interest in or to any of MATTR’s Intellectual Property or to any third party Intellectual Property.
2. If you create any applications using the Software, that rely on the Software or that incorporate any elements or components of the Software:
   1. subject to clause 2.2(b), you will own the Intellectual Property in such applications; and
   2. MATTR will retain all Intellectual Property in, and this SDK Agreement (including clause 1) will apply to the Software and any element or component of the Software incorporated into or relied upon by your applications.
3. If you give us ideas, comments or suggestions relating to the Software (feedback), all intellectual property rights that might subsist in the feedback are owned solely by us. We may use or disclose any feedback for any purpose, without your approval, and without any attribution or payment to you.

Term

Your right to use any Software under this SDK Agreement expires on the earlier of:

1. 180 days from the date on which you first download, install, copy or otherwise use or access the Software; and
2. the date on which we notify you of the termination of your right to use the Software.

When your right to use any Software expires, you must immediately stop using the Software, and must return or destroy all copies of it in your possession or control.

Permitted purpose

Subject to clause 5, the only permitted purpose you may use the Software for is non-commercial, non-production, use including use in non-production proof of concepts and demonstrations. Use of the Software is solely on a trial basis and is subject to all applicable terms in the Customer Agreement that apply to trial usage. Without limiting any obligations under the Customer Agreement, you agree that you will enter only dummy or test data in the Software and use it for the sole purpose of evaluating the capabilities of the Software. You will ensure that all data entered in the Software by you or users of the Software you create is not data that is, or is likely to constitute, personal information or confidential information.

Fair dealing

You may have “fair dealing” rights for the Software under the law. This SDK Agreement does not limit them to the extent that such law provides that those rights cannot be excluded, restricted or modified.

No other rights

You must not copy, reverse-engineer, decompile, disassemble, attempt to derive the source code of, or modify the Software, or any part of the Software, except to the extent that:

1. any such restriction is prohibited by applicable law; or
2. in the case of copying, such copying is for the permitted purpose as set out in clause 4.

IP challenges and patent claims

1. You must not challenge our ownership of Intellectual Property that may subsist in the Software or any other item or material created or developed by us or on our behalf under or in connection with the Software.
2. If you make any written claim that the Software infringes or contributes to infringement of any patent, the licence to the Software that has been granted to you under this SDK Agreement ends immediately.
3. You must notify us in writing immediately after becoming aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the Software.

Open source software

1. The Software may include elements subject to one or more open source licences (Open Source Software). Any such Open Source Software is licensed under its applicable licence terms. For a full list of Open Source Software used in the Software, including third-party notices containing credits or attributions where required for the use or redistribution of such Open Source Software, please visit https://learn.mattr.global/licenses-mobile for wallet or hold SDKs and/or https://learn.mattr.global/licenses-verifier for verifier SDKs.
2. Even where Open Source Software is governed by other licence terms, the limitations of liability set out in clause 12 and the Customer Agreement will continue to apply as between you and MATTR, except to the extent that any such limitations are prohibited by applicable law.

Termination for breach

If we notify you in writing that you have breached the Agreement, you must remedy that breach to our reasonable satisfaction within 14 days of receiving our notice. If you don’t do so, we may terminate either this SDK Agreement or the entire Agreement (at our option) for breach immediately by written notice to you. This SDK Agreement will automatically terminate if the Customer Agreement between us expires or is terminated for any reason. Except to the extent expressly stated in a termination notice, termination or expiry of the SDK Agreement will not affect other products or services used pursuant to the Customer Agreement and/or any other Service Terms.

Other rights to terminate

We can terminate this SDK Agreement at any time, for any reason or no reason at all, by giving you written notice of termination.

Changes to these terms

We may amend this SDK Agreement at any time, with notice to you. By continuing to use the Software after such notice, you agree to the terms as amended. If you do not agree to the terms as amended, you must immediately cease your use of the Software.

No Liability

1. We do not represent or warrant that the Software will operate without interruption or be error-free, free from design defects or other defects, non-infringing, of any particular quality, fit for any particular purpose or free from viruses or other malicious code.
2. To the maximum extent permitted by law, except as expressly provided in this SDK Agreement, the Software is provided on an “as is” and “as available” basis, without express or implied warranties, guarantees or conditions of any kind.
3. Each party’s liability to the other party in respect of the Software is governed by the Customer Agreement.
4. Except where we have entered into a separate written agreement with you, the Software is not provided with support services of any kind.

Other MATTR products and services

On your request, we may create, activate and configure accounts, tenants, and/or other MATTR products and/or services for you to use whether in connection with the Software or otherwise. To the extent you request this, we will carry out these activities on your behalf as your agent and subject to clause 2.2 of the Customer Agreement.

General

1. You warrant that all information you have provided us with in connection with requesting access to the Software is true, correct and not misleading, including: (i) the correct legal names of each individual and/or organisation; and (ii) your intended use of the Software.
2. You agree that we may, at reasonable times on reasonable notice, audit your premises, systems, files and applications to verify your compliance with this SDK Agreement.
3. In this SDK Agreement:
   1. “we”, “us”, “our” or “MATTR” refers to the applicable MATTR contracting entity under the Customer Agreement, which is the entity entering into this SDK Agreement with you; and
   2. “you” or “your” are to the customer specified below.