SDK License Agreement

1.1 “Open Source Software” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.

1.2 "TaurusX" means TaurusX International PTE. LTD. and its affiliated entities.

1.3 “TAURUSX SDK” includes the documentation, software, both source code and object code, sample applications, emulator, tools, libraries, APIs, data, and materials provided by TAURUSX to You for use in connection with Your mobile application, and includes any updates that may be provided by TAURUSX.

1.4 “TAURUSX Services” by integrating the TAURUSX SDK with your mobile application, you will be able to use the TAURUSX services (subject to entering into a commercial agreement with TAURUSX pertaining to such services), which will enable you to sell your mobile application ad space inventory to advertisers programmatically.

1.5 "You" (or "Your") shall mean an individual or legal entity exercising permissions granted by this License.

1.6 “App Data” refers to terminal user device data, including but not limited to device model, operating system, language settings, carrier information, device identifiers, etc.

1.7 “Performance Data” refers to advertising performance data, including but not limited to impressions, clicks, installs, user interest tags, etc.

1.8 “Invalid Activity” includes but is not limited to: bot traffic, incentivized clicks, automatic ad refreshes, device ID spoofing, or any other behavior that may artificially inflate advertising revenue.

2.1 Subject to the terms and conditions of this Agreement, TAURUSX hereby grants to You a royalty-free, non-exclusive, non-transferable and worldwide license to download and use the SDK exclusively for the purpose of integrating it with Your mobile application and connecting to the TAURUSX Services. Any other use of the SDK is strictly prohibited without prior written consent from TAURUSX.

2.2 SDK Update Obligation. You must integrate the latest version of the SDK provided by TAURUSX, and TAURUSX reserves the right to phase out support for versions older than 24 months. TAURUSX shall not be liable for any security vulnerabilities or functional defects resulting from failure to update the SDK in a timely manner.

3.1 Except for the limited license granted to You herein, You agree that all right, title and interest in and to the TAURUSX SDK including the concepts and technology inherent in them, trademarks, copyrights, patents, trade secrets and other intellectual property rights, are, and at all times shall remain, the sole and exclusive property of TAURUSX. You acknowledge that the TAURUSX SDK is valuable and confidential property of the TAURUSX and any unauthorized use or disclosure may cause irreparable harm. Except to the extent permitted under this Agreement or by applicable law, You shall not (i) modify, reverse engineer or disassemble any portion of the TAURUSX SDK; (ii) lease, rent, copy, redistribute or sublicense the TAURUSX SDK to third party; or (iii) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends included in the TAURUSX SDK. You may not use any component part of the TAURUSX SDK in any way independent from the TAURUSX SDK. You may not load or install any of the TAURUSX SDK onto any other devices, except on Your mobile application.

3.2 TAURUSX may extend, enhance, or otherwise modify the TAURUSX SDK at any time without notice. If updates are made available by TAURUSX, the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license, in which case the terms of that license will govern. TAURUSX reserves the right to discontinue support for any version of the SDK at its sole discretion. TAURUSX is not obligated to provide any maintenance, technical or other support for the TAURUSX SDK. You acknowledge that TAURUSX has no express or implied obligation to announce or make available any updates to the TAURUSX SDK.

3.3 If You provide TAURUSX with any technical suggestions, functional improvements, or other feedback, You hereby irrevocably grant TAURUSX a global, royalty-free, perpetual license to freely use, modify, and commercialize such feedback.

4.1 Advertising Content Compliance. Your Application must not contain or promote the following content or any other agreement between you and TAURUSX:

(i) illegal activities, discriminatory content, hate speech, firearms, drugs, pornographic content;

(ii) when involving alcohol or real-money gambling features, You must provide written notice to TAURUSX at least 15 days in advance;

(iii) any content that violates the Children's Online Privacy Protection Act (COPPA).

TAURUSX reserves the right to immediately terminate cooperation and withhold related revenues if it discovers that the Application content is in violation.

4.2 Your Application(s) must not (i) breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions; (ii) contain any material, component or code which could damage, destroy, unduly burden or unreasonably affect software, firmware, hardware, data, systems, services, or networks; or (iii) disable, hack or otherwise interfere with any authentication, content protection, digital signing, digital rights management, security or verification mechanisms implemented in or by TAURUSX and/or the TAURUSX Services.

4.3 Your mobile application(s) must not breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions or disable, unduly burden or unreasonably interfere with software, firmware, hardware, data, systems, services, or networks.

4.4 You agree that You are solely liable for any breach of your obligations under this Agreement or any applicable laws or regulations, and for the consequences of any such breach. You shall promptly notify TAURUSX of any actual or suspected breach of this Agreement or any security incident related to the SDK.

5.1 You hereby acknowledge that the TAURUSX SDK may contain Open Source Software. You agree to review any documentation that accompanies the TAURUSX SDK in order to determine which portions of the TAURUSX SDK are Open Source Software and are licensed under an Open Source Software license. To the extent any such license requires that TAURUSX provides You the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.

5.2 You acknowledge that the Open Source Software license is solely between You and the applicable Open Source Software. You shall comply with the terms of all applicable Open Source Software licenses, if any.

6.1 THE TAURUSX SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TAURUSX DO NOT WARRANT THAT THE USE OF THE TAURUSX SDK WILL NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. TAURUSX DOES NOT WARRANT THAT THE USE OF THE TAURUSX SDK WILL NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. TAURUSX DOES NOT WARRANT THAT THE TAURUSX SDK IS ERROR FREE AND MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TAURUSX SDK, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO INFORMATION OR ADVICE GIVEN BY TAURUSX OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY.

6.2 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TAURUSX BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR FOR ANY PECUNIARY DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR GRANT OF LICENSE HEREIN, OR INABILITY TO USE THE TAURUSX SDK, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE TAURUSX SDK, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TAURUSX INTERNATIONAL PTE. LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HE AGGREGATE LIABILITY OF TAURUSX SHALL NOT EXCEED 50% OF THE FEES ACTUALLY PAID TO YOU BY TAURUSX IN THE 12 MONTHS PRECEDING THE CLAIM. THIS LIMITATION EXCLUDES INDIRECT LIABILITIES SUCH AS LOSS OF REVENUE, DAMAGE TO REPUTATION, AND OTHER CONSEQUENTIAL LOSSES.

7.1 You agree to indemnify, defend and hold harmless TAURUSX from any claims, damages, liabilities, losses, costs, suits or expenditures incurred by TAURUSX, as a result of any infringement or alleged infringement of intellectual property rights of a third party caused by or arising out of, resulting from, or related to failure to comply with the terms of this Agreement, including but not limited to (1) the clauses directed to combining the SDK with Open Source Software, (2) unauthorized use or disclosure of SDK, and (3) use of SDK in combination with software, hardware, systems, or other items not provided by TAURUSX.

7.2 TAURUSX shall indemnify You against claims of intellectual property infringement arising from the use of the SDK itself, provided that: (i) You promptly provide written notice of the infringement claim; (ii) You allow TAURUSX exclusive control over the defense or settlement of the claim; and (iii) You have not modified the SDK or used it in combination with unauthorized components. This clause does not apply to infringements caused by Your actions.

8.1 You acknowledge and agree that the TAURUSX SDK was developed at considerable time and expense by TAURUSX and contains valuable trade secrets and confidential information of TAURUSX. Accordingly, You agree to maintain the TAURUSX SDK in confidence and except as expressly provided in Section 2, You (i) will not disclose or provide access thereto to any person, or (ii) use the TAURUSX SDK for any purpose not expressly authorized hereby, or permit or authorize any other person to do so.

8.2 The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of You. Any combination of trade secrets and information of TAURUSX that forms part of the TAURUSX SDK shall not be deemed to be public merely because individual parts of the TAURUSX SDK are in the public domain, unless the combination itself is in the public domain.

9.1 Term. The term of this Agreement shall commence as of your acceptance of the terms of this Agreement or your use of the TAURUSX SDK and continue until (a) terminated by either You or TAURUSX; or (b) termination or expiration of your agreement with TAURUSX.

9.2 Termination. You may terminate this Agreement simply by ceasing Your use of the TAURUSX SDK. TAURUSX may terminate this Agreement (i) at any time for any or no reason upon 14 day’s written notice to you or (ii) immediately upon written notice to You if You have materially breached this Agreement.

9.3 Effect of Termination. Upon termination of this Agreement: (a) all license rights granted in this Agreement will terminate; (b) You shall promptly stop the distribution of the TAURUSX SDK and destroy all electronic copies of the TAURUSX SDK and/or return the TAURUSX SDK to TAURUSX. The Sections entitled Restrictions, Use of the TAURUSX SDK, Open Source Software, Disclaimer of Warranty, Indemnification, Confidentiality, Term and Termination and General Legal Terms shall survive the expiration or termination of this Agreement for any reason.

10.1 Export Compliance. You are responsible for applying for and obtaining all export and import licenses and/or authorizations related to the TAURUSX SDK or Applications, including without limitation all such licenses and authorizations required by any and all governmental bodies and/or regulatory agency.

10.2 Assignment. You may not assign the Agreement, in whole or in part, by operation of law or otherwise, without TAURUSX’s prior written consent, and any attempt to do so without such consent shall be void.

10.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to any conflict-of-laws rules. Each Party agrees to submit to the personal and exclusive jurisdiction of SIAC (Singapore Intenational Arbitration Centre). The parties specifically exclude from application to the Agreement, including theses Terms, the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

10.4 Amendments and No Waiver. This Agreement may be modified without notice. The TAURUSX reserves the right to amend this Agreement at any time, and such amendments shall be effective upon posting on the TAURUSX website or notifying You in writing. The failure by TAURUSX or You to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance or compliance with any of the terms and conditions set forth in this Agreement.

10.5 Entire Agreement. This Agreement contains the entire agreement of You and TAURUSX with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between the You and TAURUSX concerning this subject matter. If any of the provisions of the Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed replaced by a provision which carries out the original intent and purpose of such provision to the greatest extent lawful and the remaining provisions shall remain in full force and effect.