TrialPay Mobile Software Development Kit License Terms
Your use of the TrialPay Mobile Software Development Kit (the "SDK") is subject to the following terms and conditions (the “SDK Terms”). You may not use the SDK other than under these SDK Terms. YOUR USE OF THE SDK INDICATES ACCEPTANCE OF THE SDK TERMS. You may also record your acceptance of the SDK Terms by clicking to accept or agree to the SDK Terms if this option is made available to you.
- Rights granted in your Master Services Agreement, Advertiser Agreement, or other agreement(s) with TrialPay (the “Agreement”) and these SDK Terms are cumulative, such that no term of the Agreement will be read to limit the rights expressed in the SDK Terms or vice versa. Defined terms used in these SDK Terms will have the meaning set forth in your Agreement, unless otherwise set forth herein. These SDK Terms amend the definition of “Merchant Site” found in the Master Services Agreement as follows: “Merchant Site” shall mean a website, application, or other virtual space owned or controlled by Merchant that offers Products to Users. These SDK Terms amend the definition of “Advertiser Site” found in the Advertiser Agreement as follows: “Advertiser Site” shall mean the websites, applications, or other virtual spaces owned or controlled by Advertiser and identified on the applicable Insertion Order, linked to in the Advertiser Content, or entered into the Advertiser Panel.
- SDK License Grant. Subject to these SDK Terms, TrialPay grants you a limited, revocable, non-assignable, non-sublicensable, non-exclusive license to use the SDK (and any updates made available to you by TrialPay) solely in order to implement TrialPay Services in your mobile applications in accordance with the TrialPay documentation. All licenses not expressly granted in these SDK Terms are reserved and no other licenses, immunity, or rights (express or implied) are granted by implication, estoppel, or otherwise.
- Ownership. TrialPay will retain all rights, title, and interest in and to the SDK and any updates thereto and the TrialPay products and services that they enable. Should the implementation of the SDK into a Merchant Site or Advertiser Site result in any improvement to the SDK or TrialPay's products and services that is the subject matter of patent or copyright law, TrialPay will be the sole owner of such intellectual property and you will provide such reasonable assistance as may be necessary to record and enforce TrialPay's ownership. The implementation of the SDK in a Merchant Site or Advertiser Site will not create in TrialPay any right, title, or interest in or to such site.
- Acceptable Use. You will only use the SDK in a manner consistent with the Agreement, the SDK documentation, or any documentation provided by TrialPay in connection with its products and Services. You will not: (i) reverse-engineer or modify the SDK; (ii) utilize the SDK to provide TrialPay's products and services to third parties or to aid in the creation of a product or service that competes with the SDK or TrialPay's products and services; or (iii) distribute or disclose any aspect of the SDK except as strictly necessary to implement the SDK in the Merchant Site or Advertiser Site. The SDK, related documentation, and all data related to its performance or the performance of TrialPay's products and services in mobile applications are Confidential Information of TrialPay. You are solely responsible for ensuring that your transmission and use of the SDK complies with all laws and regulations concerning the international transmission and use of computer software, including all United States export laws and regulations.
- SDK Updates. You will promptly notify TrialPay of any errors or exploits discovered in the SDK or its implementation thereof. TrialPay is not obligated to maintain, update, or provide technical support for the SDK; however, TrialPay, at its sole discretion, may update the SDK at any time and in any manner and may elect to make such updates available to you. If TrialPay updates the SDK to address security, privacy, or similar issues that in TrialPay's sole discretion creates a significant risk of loss or liability, TrialPay will provide notice to you of this critical update and you will take immediate action to implement it. For all other updates, TrialPay will advise you upon release of an SDK update of whether implementation of the update is required and, if so, the deadline by which it must be completed. Any update to the SDK provided to you will be governed by these SDK Terms.
- Your Representations and Warranties. You hereby represent and warrant to TrialPay that you (i) are the owner of the application that will utilize the SDK or are legally authorized to act on behalf of the owners of the applications for the purposes of these SDK Terms and (ii) have obtained and shall maintain throughout the term of the Agreement and these SDK Terms all necessary licenses, authorizations, approvals and consents to enter into and perform your obligations hereunder.
- DISCLAIMER OF WARRANTY. THE SDK AND SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM TRIALPAY. YOUR USE OF THE SDK OR TRIALPAY's PRODUCTS OR SERVICES IS AT YOUR SOLE RISK. TRIALPAY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THESE SDK TERMS AND FULLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, TRIALPAY DOES NOT WARRANT ANY RESULTS FROM THE USE OF THE SDK OR TRIALPAY'S PRODUCTS OR SERVICES THAT USE OF THE SDK OR TRIALPAY'S PRODUCTS OR SERVICES WILL BE CONSISTENT WITH YOUR AGREEMENT WITH ANY OTHER PARTY, OR THAT USE OF THE SDK OR TRIALPAY'S PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
- Termination. Either party may terminate these SDK Terms at any time and for any reason upon thirty (30) days written notice. TrialPay may immediately terminate these SDK Terms and interrupt provision of its products and services to you if you are in breach of these SDK Terms or if in TrialPay's sole discretion the continued use of the SDK or TrialPay's products or services creates a risk of loss or liability.