Software Development Kit (SDK) Terms of Use

v 2.0, effective April 16, 2020

These Software Development Kit (SDK) Terms of Use are, collectively, a legal agreement (the “Agreement”) between you and/or the entity on whose behalf you are downloading the SDK (“you,” “your”) and Rokt Pte Ltd (“Rokt,” “we,” “our” or “us”) governing your use of Rokt’s software development kit files, tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (“Sample Code”), libraries (“Libraries”), Source Code and Object Code, and related documentation (“Documentation”) and any upgrades, modified versions, additions, and improvements therefor, if any, which are made available to you by Rokt at any time through any medium or method of communication (collectively the “SDK”). By using the SDK, and related materials made available to you, you agree to be bound by this Agreement and any documentation and guidelines accompanying the SDK, and all other terms, policies, and guidelines applicable to your use of the transaction marketing and other services delivered through the proprietary network of partners and promoters and associated technology owned and operated by Rokt (the “Platform”), including but not limited to, the Rokt Platform Terms (or similar document) and any applicable Platform Services Agreement (or similar document). “Source Code” means, as it pertains to the SDK, those statements in a computer language which, when processed by a compiler, assembler or interpreter, become executable by a computer and includes, without limitation, all comments, notes, flow charts, decision tables, argument lists and other human readable references relating to the operation, purpose, compilation, assembly or interpretation thereof. “Object Code” means the compiled version of the Source Code.

This Agreement governs your use of the SDK. BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK.

Accordingly, you and Rokt acknowledge and agree as follows:

LIMITED LICENSE. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations and restrictions set forth herein, Rokt grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
1. use, and (where applicable) authorize your employees to use, the SDK internally solely
  1. in connection with developing your own branded applications that interoperate with the Platform (your “Applications”); and
  2. in connection with integrating any components of the Platform with your owned or licensed website assets (your “Websites”);
2. incorporate unmodified Libraries into your Application or Websites, solely for the purpose of enabling interoperability with the Platform, solely in accordance with all applicable Documentation and applicable terms;
3. subject to your obtaining and maintaining any required API key(s) from Rokt, to distribute Libraries so incorporated in your compliant Application to end users in executable form (except and solely to the extent that the Libraries are written in a language that is traditionally delivered for runtime interpretation in source code form); and
4. use, modify, and redistribute the Sample Code pursuant to the terms of this Agreement and any applicable open source license, as may be identified in the headers or associated Documentation.
  You provide Rokt with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use your Applications and Websites for testing, review or other related purposes to ensure that your Applications and Websites comply with this Agreement.
RESTRICTIONS.
By accessing or using the SDK, you represent, warrant, and covenant that (a) you are a person or business entity engaged in the development of software applications, and (b) in the case of a business entity, you have the full power and authority to bind such entity to the terms of this Agreement. References to “you” herein shall refer to you, and/or the entity on whose behalf you are using the SDK, and all individual users of the SDK on behalf of such entity.

Your use of the SDK is subject to certain limitations on access, calls and use as set forth in this Agreement, in the Documentation, or as otherwise provided to you by Rokt. If Rokt assigns you developer credentials or client IDs, you must use them with applicable SDK. You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Rokt or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials. You will not misrepresent or mask either your identity or your Applications’ or Websites’ identities when using the SDK or developer accounts. If Rokt believes that you have attempted to exceed or circumvent these limitations, your ability to use the SDK may be temporarily or permanently blocked.

You may not use the SDK for any purpose other than interoperating with the Platform in a manner for which the SDK and Platform are expressly designed. You will use the SDK and operate your Applications and Websites which access the SDK only as permitted by law (including without limitation, laws regarding the import or export of data or software, privacy, or data-security as applicable). If you are prohibited under applicable law from using the SDK, you may not use it. You will not use the SDK to encourage or promote illegal activity. You will only access the applicable SDK following the implementation instructions and other requirements specified in the Documentation, or as otherwise provided by Rokt from time to time.

You are fully responsible for the security of data on your website(s) and processed via your Applications and Websites. You agree that at all times you and your Applications and Websites will, at your effort and expense, be compliant with the Payment Card Industry Data Security Standard (PCI DSS),the Payment Application Data Security Standard (PA-DSS), as applicable, and all applicable laws and industry standard practices bearing on data privacy and cybersecurity, and at Rokt’s request, you will promptly provide us with documentation evidencing such compliance.

You acknowledge that the foregoing license does not include any right to (i) redistribute, sell, lease, license, or modify any portion of the SDK, (ii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, or (iii) create any Applications or Websites that function substantially the same as the SDK, the Platform or any Rokt service or product

You may not reproduce, distribute, publicly display, or publicly perform any part of the SDK, except as provided herein or in the applicable open source license. Except if, and solely to the extent that, such a restriction is not authorized herein, or impermissible under applicable law or applicable Third Party Software (defined below) license terms, you may not (y) decompile, reverse engineer, or otherwise access or attempt to access the Source Code for the SDK not made available to you in Source Code form, or make or attempt to make any modification to the SDK; or (z) remove, obscure, interfere with or circumvent any feature of the SDK, including without limitation any copyright or other intellectual property notices, security, or access control mechanism. Use, reproduction and distribution of individual components of the SDK licensed under an open source software license, if any, are governed solely by the terms of that open source software license and not the Agreement. You agree to remain a licensee in good standing in regard to such open source software licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.

Notwithstanding anything to the contrary, you are not licensed to (and you agree that you will not) integrate or use this SDK with any software licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making derivative works, or at no charge, or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the SDK in source code form, for the purpose of making derivative works, or at no charge.

You acknowledge that Rokt, its subsidiaries or affiliates, or their customers, direct or indirect, agents and contractors (collectively, the “Rokt Parties”) are currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that you may develop based on your license herein. Nothing in this Agreement shall impair, limit or curtail any Rokt Party's right to continue with its development, maintenance and/or distribution of its technology or products. You agree that you shall not assert in any way any patent owned by you arising out of or in connection with this SDK or modifications made thereto against any Rokt Party.

Without limiting the generality of the foregoing, you represent and warrant that the SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the SDK is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the SDK. You may not use the SDK for any purpose, or use the SDK in the development of any Application for deployment, in any circumstance in which failure would be likely to lead to property damage, environmental damage, personal injury, or death. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
RESERVATION OF RIGHTS. The SDK is owned by Rokt and licensed, not sold, to you. The SDK, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the SDK and related documentation (the “Rokt Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Rokt, all Rokt Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of Rokt or its subsidiaries or affiliated companies and/or its third-party licensors. You may not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or make any use of the Rokt Materials except as expressly authorized hereunder. Rokt reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Rokt Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.

Rokt may update the SDK at any time, and may discontinue support for previous versions of the SDK at Rokt’s sole discretion. Rokt will make reasonable efforts to notify you when a version of the SDK will no longer be supported.

In order to continually innovate and improve the SDK, Rokt may collect certain usage statistics from the Platform including but not limited to a unique identifier, associated IP address, software version number, crash reports, and information on which tools and/or services in the SDK are being used and how they are being used. The data collected is examined to improve the SDK and is maintained in accordance with Rokt's Privacy Policy located at https://roktsandbox.wpengine.com/privacy-policy/.
CONFIDENTIALITY. The SDK (including as embodied in or utilized by any Application) is the confidential and proprietary information of Rokt, and you may not, during the term or thereafter, disclose any such information to any third party, or use it for any purpose other than as expressly provided herein, without a separate written agreement with Rokt authorizing you to do so.
FEEDBACK. If you provide Rokt with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the SDK, the Platform, or other Rokt Materials (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Rokt shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Rokt Materials, SDK or Platform. You hereby grant Rokt a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose, including to make and sell products and services. You agree that Rokt and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
THIRD PARTY SOFTWARE. The SDK consists of a package of components, including certain third party software (“Third Party Software”) that are provided by their authors under separate license terms (the “Third Party Terms”), as described in more detail in the SDK. Your use of the Third Party Software in conjunction with the SDK in a manner consistent with this Agreement is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third Party Software.
TERM AND TERMINATION. This Agreement will remain in effect until terminated. The Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of the Agreement. You may terminate the Agreement by uninstalling and ceasing all use of the SDK. Rokt may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the SDK or any violation of this Agreement, or no reason. If this Agreement or your right to use the Rokt Platform is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under this Agreement and any other applicable terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) Rokt shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your SDK, or for deletion of your information or account data. Following any termination of this Agreement, you must immediately uninstall and cease use of the SDK, and destroy all copies. Sections 2 through 11 shall survive any termination of this Agreement.
WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. You are solely responsible for, and Rokt disclaims all liability for, your Applications and Websites. THE ROKT MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROKT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. ROKT EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SDK, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SDK, OR THE QUALITY OR CONSISTENCY OF THE SDK OR RESULTS OBTAINED THROUGH ITS USE. UNDER NO CIRCUMSTANCES WILL ROKT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SDK, EVEN IF ROKT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL ROKT'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE SDK, IF ANY, OR $50USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
INDEMNITY. You agree to indemnify, defend and hold Rokt and its affiliates, officers, directors, suppliers, licensors, and other partners and customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of your Applications or Websites, your use or misuse of the SDK, your violation of this Agreement or any applicable law or regulation, your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights, or any other party’s access and/or use of the SDK with your unique name, password or other appropriate security code.
GOVERNING LAW; VENUE. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of New York, without reference to any conflicts of law principles or previsions thereof that would result in the application of the law of any other jurisdiction. You and Rokt each submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
MISCELLANEOUS. This Agreement is the entire agreement between you and Rokt, and supersedes any and all prior agreements, negotiations, or other communications between you and Rokt, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.

We may amend this Agreement and the Documentation and guidelines accompanying the SDK, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you directly (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the SDK after the posting of a Revised Version constitutes your acceptance of such Revised Version.

In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of Rokt, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Rokt may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. You acknowledge and understand that if Rokt is unable to provide the SDK as a result of a force majeure event Rokt will not be in breach of this Agreement. A force majeure event means any event beyond the control of Rokt. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Rokt's waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. The English language version of this Agreement shall be the official and controlling version, and any translation provided is solely for convenience. The SDK is a “Commercial Item” as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation.” If and to the extent the SDK is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the SDK for or on behalf of a United States government entity, the SDK is licensed (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement.