SDK License
The following terms of use (Terms of Use) apply to your use of our SDK License (License).
Please read the License carefully. By using our SDK you agree to these License Terms of Use (as amended from time to time) and you agree to comply with them. If, for any reason, you do not agree to the provisions of these Terms of Use, you must immediately stop using the SDK.
The License sets out the terms under which you may use our SDK. The License shall apply to all users of the SDK.
1) Agreement
This SDK License Agreement (“Agreement”) is made and entered into at point of registration on the Incrypteon website, or on downloading and using the SDK, (whichever is earlier), and is between:
Licensor: Incrypteon Ltd, having its principal place of business at 20-22 Wenlock Road, London, England, N1 7GU (“Licensor”).
Licensee: having agreed to these terms on the Incrypteon website as part of registration, or on downloading and using the SDK.
Should you have any questions about the License or wish to contact us, please email [email protected].
2) Grant of License
2.1 License: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the SDK solely for the purpose of developing, testing, and distributing applications.
2.2 Restrictions: Licensee shall not (a) modify, adapt, or create derivative works of the SDK; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the SDK; (c) distribute, sell, lease, rent, lend, or sublicense the SDK to any third party; or (d) use the SDK for any purpose other than as expressly permitted under this Agreement.
3) Ownership
3.1 SDK Ownership: Licensor retains all rights, title, and interest in and to the SDK, including all intellectual property rights therein. Licensee acknowledges that it is acquiring only a limited license to use the SDK and that no ownership rights are being conveyed under this Agreement.
3.2 Feedback: Licensee may provide feedback to Licensor regarding the SDK. Licensor shall own all rights, title, and interest in and to any such feedback, and Licensee hereby assigns to Licensor all rights, title, and interest in and to such feedback.
4) Fees and Payment
4.1 License Fee: For the Enterprise subscription Tier, Licensee shall pay to Licensor a license fee upon execution of this Agreement.
4.2 Usage Charges: In addition to the license fee specified in Section 3.1, Licensee shall pay to Licensor usage charges for access to and use of the Software as a Service (SaaS) components of the SDK. The usage charges shall be calculated based on the following rates.
4.2.1 Premium Subscription Tier (per month): Price per Node / Identity – £0.1. Price per Encrypt / Sign Event – £0.001.
4.2.2 Business Subscription Tier (per month): Price per Node / Identity – £0.15. Price per Encrypt / Sign Event – £0.0015.
4.2.3 Enterprise Subscription Tier (per month): Price per Node / Identity – £0.15. Price per Encrypt / Sign Event – £0.0015. Additional services can be elected and will be agreed separtely to this agreement.
4.3 For the avoidance of doubt, Usage Charges are subject to periodic change, with latest pricing available at the following link – https://incrypteon.com/pricing/
4.4 Billing and Payment: Licensor shall invoice Licensee for SaaS usage charges on a monthly basis. Each invoice shall include a detailed breakdown of the usage metrics and corresponding charges. Licensee shall pay each invoice within 14 days of receipt.
4.5 Usage Reports: Licensee shall have access to usage reports through the SaaS platform, which will provide detailed information on the usage metrics and charges incurred.
4.6 Late Payments: Any late payments shall accrue interest at the rate of 10% per month, or the maximum rate permitted by law, whichever is lower, from the due date until the date of payment.
4.7 Taxes: All fees are exclusive of taxes, and Licensee shall be responsible for all applicable taxes, duties, and other governmental charges.
5) Confidentiality
5.1 Confidential Information: “Confidential Information” means any non-public information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2 Obligations: Each party agrees (a) to use the Confidential Information of the other party only as permitted under this Agreement; (b) to protect the confidentiality of the Confidential Information of the other party with the same degree of care that it uses to protect its own confidential information, but in no event with less than reasonable care; and (c) not to disclose the Confidential Information of the other party to any third party without the prior written consent of the other party.
6) Warranties and Disclaimers
6.1 Warranties: Licensor warrants that it has the right to grant the license to the SDK as set forth in this Agreement.
6.2 Disclaimers: THE SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7) Limitation of liability
7.1 Limitation: IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTlY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SDK, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Cap on Liability: LICENSOR’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.
8) Term and Termination
8.1 Term: This Agreement shall commence on the Effective Date and continue until terminated as provided herein.
8.2 Termination for Convenience: Either party may terminate this Agreement for any reason upon 30 days’ prior written notice to the other party.
8.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party is in material breach of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach.
8.4 Effect of Termination: Upon termination of this Agreement, Licensee shall cease all use of the SDK and destroy all copies of the SDK in its possession or control.
9) Miscellaneous
9.1 Governing Law: If any of these Terms of Use are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these License terms shall remain in full force and effect. No third party shall be entitled to enforce any of the License, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise under applicable law. This License, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the non-exclusive jurisdiction of the courts of England and Wales.
9.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
9.3 Amendments: This Agreement may be amended only by a written instrument signed by both parties.
9.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.