LICENSE

SPRYKER SYSTEMS GMBH – SPRYKER SOFTWARE DEVELOPMENT KIT (SDK) LICENSE AGREEMENT
SPRYKER SYSTEMS GMBH, REGISTERED WITH THE COMMERCIAL REGISTER OF THE LOWER COURT OF HAMBURG UNDER HRB 134310 (“WE” OR ”SPRYKER”) GRANTS YOU (THE “LICENSEE”) THE RIGHT TO USE THE SPRYKER SDK (AS DEFINED BELOW) UNDER THE PROVISIONS OF THIS SPRYKER SDK LICENSE AGREEMENT (THE “AGREEMENT”).

The “SPRYKER SDK” includes any software owned and distributed by Spryker under this Agreement. The SPRYKER SDK contains elements of open source components, to which different license terms apply respectively. These open source components are needed to be installed separately. Spryker will grant to Licensee a license based on the general Software License Agreement of the Spryker Commerce OS, which is mandatory to be signed between Spryker and Licensee prior to Licensee’s use of the SPRYKER SDK. For referrence of the terms and conditions of Spryker’s general Software License Agreement, please get in contact with info@spryker.com or legal@spryker.com.

Spryker grants to Licensee, during a 30-calendar-day period (the “Test Period”) following the download of the SPRYKER SDK, the non-transferable, non-exclusive limited, free of charge license to permit Licensee’s employees to internally use the SPRYKER SDK to test and evaluate the SPRYKER SDK in connection with potentially purchasing non-test licenses to the SPRYKER COMMERCE OS.

Licensee shall not (i) use the SPRYKER SDK to set up a productive live system, for development purposes or any other purposes; (ii) copy any part of the SPRYKER SDK (iii) distribute, disclose, market, rent, lease, or transfer the SPRYKER SDK or act as a service bureau with respect to the SPRYKER SDK; (iv) export the SPRYKER SDK or install it in multiple locations; (v) disclose any confidential information provided by Spryker; (vi) modify or make derivative works of the SPRYKER SDK; or (vii) allow others to make or obtain copies of the SPRYKER SDK, unless it is permitted in the general Software License Agreement, which has been concluded between Spryker and the Licensee.

THE SPRYKER SDK IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND. SPRYKER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SPRYKER WILL NOTBE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SPRYKER SDK, INCLUDING WITHOUT LIMITATION ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF SPRYKER HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.

This Agreement shall be governed by the laws of Germany to the exclusion of IPR (International Law) and the United Nations Conventionon Contracts for the International Sale of Goods (CISG). The Parties consent to the jurisdiction of the courts in Berlin (Germany). This Agreement is not assignable or transferable by Licensee and any attempt to do so is null and void. This Agreement and the general Software License Agreement of the Spryker Commerce OS constitutes the entire agreement between the Parties concerning Licensee’s use of SPRYKER SDK. This Agreement supersedes any prior verbal understanding between the Parties and any Licensee purchase order or other ordering document, regardless of whether such document is received by Spryker before or after execution of this Agreement. This Agreement may be amended only in a writing signed by an authorized officer of Spryker.