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| 1 | +# Anduril Lattice Software Development Kit License Agreement |
| 2 | + |
| 3 | +## Terms and Conditions |
| 4 | + |
| 5 | +This is the Anduril Lattice Software Development Kit (SDK) License Agreement (the “License Agreement”). |
| 6 | + |
| 7 | +1. **Introduction** |
| 8 | + - 1.1 "Anduril" means Anduril Industries, Inc., organized under the laws of the State of Delaware, USA, and operating under the laws of |
| 9 | +the USA with principal place of business at 1400 Anduril, Costa Mesa, California 92626, USA. |
| 10 | + - 1.2 "Lattice" means the Anduril Lattice™ software stack for devices, as made available by Anduril, as updated from time to time. |
| 11 | + - 1.3 The Anduril Lattice Software Development Kit (referred to in the License Agreement as the "SDK" and specifically including the |
| 12 | +Lattice system files, packaged APIs, and Anduril APIs add-ons) is licensed to you subject to the terms of the License Agreement. The |
| 13 | +License Agreement forms a legally binding contract between you and Anduril in relation to your use of the SDK. |
| 14 | + - 1.4 A "compatible implementation" means any use that (i) is compatible with Lattice; or (ii) successfully is validated by Anduril to be |
| 15 | +compatible with Lattice. The determination of a compatible implementation is solely at the discretion of Anduril. |
| 16 | + |
| 17 | +2. **Accepting this License Agreement** |
| 18 | + |
| 19 | + - 2.1 In order to use the SDK, you must first agree to the License Agreement. You may not use the SDK if you do not accept the License |
| 20 | +Agreement. |
| 21 | + - 2.2 By clicking to accept and/or using this SDK, you hereby agree to the terms of the License Agreement. |
| 22 | + - 2.3 You may not use the SDK and may not accept the License Agreement if you are a person barred from receiving the SDK under the |
| 23 | +laws of the United States or other countries, including the country in which you are resident or from which you use the SDK. |
| 24 | + - 2.4 If you are agreeing to be bound by the License Agreement on behalf of your employer or other entity, you represent and warrant that |
| 25 | +you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you |
| 26 | +may not accept the License Agreement or use the SDK on behalf of your employer or other entity. Use of the SDK on hardware owned |
| 27 | +by an entity such as your employer binds your employer to this License Agreement. |
| 28 | + |
| 29 | +3. **SDK License from Anduril** |
| 30 | + |
| 31 | + - 3.1 Subject to the terms of the License Agreement, Anduril grants you a limited, revocable, worldwide, royalty-free, non-assignable, non- |
| 32 | +exclusive, and non-sublicensable license to use the SDK solely to develop applications for compatible implementations of Lattice. |
| 33 | + - 3.2 You may not use this SDK to develop applications for other platforms (including non-compatible implementations of Lattice) or to |
| 34 | +develop another SDK. You are of course free to develop applications for other platforms, including non-compatible implementations of |
| 35 | +Lattice, provided that this SDK is not used for that purpose. |
| 36 | + - 3.3 You agree that Anduril or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights |
| 37 | +that subsist in the SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark |
| 38 | +law, and any and all other proprietary rights. Anduril reserves all rights not expressly granted to you. |
| 39 | + - 3.4 You may not use the SDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by |
| 40 | +applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, |
| 41 | +disassemble, or create derivative works of the SDK or any part of the SDK. |
| 42 | + - 3.5 Use, reproduction and distribution of components of the SDK licensed under an open-source software license are governed solely by |
| 43 | +the terms of that open-source software license and not the License Agreement. |
| 44 | + - 3.6 You agree that the form and nature of the SDK that Anduril provides may change without prior notice to you and that future versions |
| 45 | +of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Anduril may stop |
| 46 | +(permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Anduril's sole discretion, |
| 47 | +without prior notice to you. |
| 48 | + - 3.7 Nothing in the License Agreement gives you a right to use any of Anduril's trade names, trademarks, service marks, logos, domain |
| 49 | +names, or other distinctive brand features. |
| 50 | + - 3.8 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that |
| 51 | +may be affixed to or contained within the SDK. |
| 52 | + |
| 53 | +4. **Use of the SDK by You** |
| 54 | + |
| 55 | + - 4.1 Anduril agrees that it obtains no right, title or interest from you (or your licensors) under the License Agreement in or to any software |
| 56 | +applications that you develop using the SDK, including any intellectual property rights that subsist in those applications. |
| 57 | + - 4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) the License Agreement and (b) any |
| 58 | +applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the |
| 59 | +export of data or software to and from the United States or other relevant countries). |
| 60 | + - 4.3 You agree that if you use the SDK to develop applications for Anduril Lattice users, you will protect the privacy and legal rights of |
| 61 | +those users. If your application stores personal or sensitive information, it must do so securely. You may not use a third-party’s Lattice |
| 62 | +account information or credentials to access Lattice. |
| 63 | + - 4.4 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that |
| 64 | +interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any |
| 65 | +third party including, but not limited to, Anduril or any fixed or mobile communications carrier. |
| 66 | + - 4.5 You agree that you are solely responsible for (and that Anduril has no responsibility to you or to any third party for) any data, content, |
| 67 | +or resources that you create, transmit or display through Anduril Lattice and/or applications for Lattice, and for the consequences of your |
| 68 | +actions (including any loss or damage which Anduril may suffer) by doing so. |
| 69 | + - 4.6 You agree that you are solely responsible for (and that Anduril has no responsibility to you or to any third party for) any breach of your |
| 70 | +obligations under the License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and |
| 71 | +for the consequences (including any loss or damage which Anduril or any third party may suffer) of any such breach. |
| 72 | + |
| 73 | +5. **Your Developer Credentials** |
| 74 | + |
| 75 | + - 5.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by |
| 76 | +Anduril or which you may choose yourself and that you will be solely responsible for all applications that are developed under your |
| 77 | +developer credentials. |
| 78 | + |
| 79 | +6. **Privacy and Information** |
| 80 | + |
| 81 | + - 6.1 In order to continually innovate and improve the SDK, Anduril may collect certain usage statistics from the software including but not |
| 82 | +limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in |
| 83 | +the SDK are being used and how they are being used. |
| 84 | + - 6.2 Anonymized and aggregated sets of the data may be used or shared by Andurilto improve the SDK. |
| 85 | + |
| 86 | +7. **Third Party Applications** |
| 87 | + |
| 88 | + - 7.1 If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, |
| 89 | +you agree that Anduril is not responsible for those applications, data, content, or resources. You understand that all data, content or |
| 90 | +resources which you may access through such third party applications are the sole responsibility of the person from which they originated |
| 91 | +and that Anduril is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party |
| 92 | +applications, data, content, or resources. |
| 93 | + - 7.2 You should be aware the data, content, and resources presented to you through such a third party application may be protected by |
| 94 | +intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, |
| 95 | +rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless |
| 96 | +you have been specifically given permission to do so by the relevant owners. |
| 97 | + - 7.3 You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between |
| 98 | +you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties. |
| 99 | + |
| 100 | +8. **Using Lattice APIs** |
| 101 | + |
| 102 | + - 8.1 Anduril Data APIs |
| 103 | + - 8.1.1 If you use any API to retrieve data, you acknowledge that the data may be protected by intellectual property rights which are owned |
| 104 | +by Anduril or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be |
| 105 | +subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data |
| 106 | +(either in whole or in part) unless allowed by the relevant owner and/or terms of service. |
| 107 | + - 8.1.2 If you use any API to retrieve a user's data, you acknowledge and agree that you shall retrieve data only with the user's explicit |
| 108 | +consent and only when, and for the limited purposes for which, the user has given you permission to do so. |
| 109 | + |
| 110 | +9. **Terminating this License Agreement** |
| 111 | + |
| 112 | + - 9.1 The License Agreement will continue to apply until terminated by either you or Anduril as set out below. |
| 113 | + - 9.2 If you want to terminate the License Agreement, you may do so by ceasing your use of the SDK and any relevant developer |
| 114 | +credentials. |
| 115 | + - 9.3 Anduril may at any time, terminate the License Agreement with you if: (i) you have breached any provision of the License Agreement; |
| 116 | +or (ii) Anduril is required to do so by law; or (iii) the partner with whom Anduril offered certain parts of SDK (such as APIs) to you has |
| 117 | +terminated its relationship with Anduril or ceased to offer certain parts of the SDK to you; or (iv) Anduril decides to no longer provide the |
| 118 | +SDK to you, or (v) in Anduril's sole discretion, it is no longer commercially viable to provide the SDK. |
| 119 | + - 9.4 When the License Agreement comes to an end, you shall delete all copies in your possession of the SDK, and discontinue using the |
| 120 | +SDK and related APIs.The provisions of paragraph 14.7 shall continue to apply indefinitely. |
| 121 | + |
| 122 | +10. **DISCLAIMER OF WARRANTIES** |
| 123 | + |
| 124 | + - 10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK |
| 125 | +IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ANDURIL. |
| 126 | + - 10.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE |
| 127 | +SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER |
| 128 | +SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. |
| 129 | + - 10.3 ANDURIL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR |
| 130 | +IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS |
| 131 | +FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. |
| 132 | + |
| 133 | +11. **LIMITATION OF LIABILITY** |
| 134 | + |
| 135 | + - 11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANDURIL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS |
| 136 | +SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, |
| 137 | +CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER |
| 138 | +OR NOT ANDURIL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY |
| 139 | +OF ANY SUCH LOSSES ARISING. |
| 140 | + |
| 141 | +12. **Indemnification** |
| 142 | + |
| 143 | + - 12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Anduril, its affiliates and their respective |
| 144 | +directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, |
| 145 | +liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, |
| 146 | +(b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual |
| 147 | +property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with |
| 148 | +the License Agreement. |
| 149 | + |
| 150 | +13. **Changes to the License Agreement** |
| 151 | + |
| 152 | + - 13.1 Anduril may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, |
| 153 | +Anduril will make a new version of the License Agreement available on the website where the SDK is made available. |
| 154 | + |
| 155 | +14. **General Legal Terms** |
| 156 | + |
| 157 | + - 14.1 The License Agreement constitutes the whole legal agreement between you and Anduril and governs your use of the SDK (excluding |
| 158 | +any services which Anduril may provide to you under a separate written agreement), and completely replaces any prior agreements |
| 159 | +between you and Anduril in relation to the SDK. |
| 160 | + - 14.2 You agree that if Anduril does not exercise or enforce any legal right or remedy which is contained in the License Agreement (or |
| 161 | +which Anduril has the benefit of under any applicable law), this will not be taken to be a formal waiver of Anduril's rights and that those |
| 162 | +rights or remedies will still be available to Anduril. |
| 163 | + - 14.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then |
| 164 | +that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions |
| 165 | +of the License Agreement will continue to be valid and enforceable. |
| 166 | + - 14.4 You acknowledge and agree that any subsidiaries or affiliates of Anduril is the parent shall be third party beneficiaries to the License |
| 167 | +Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the License Agreement |
| 168 | +that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the |
| 169 | +License Agreement. |
| 170 | + - 14.5 EXPORT RESTRICTIONS. YOU MAY NOT EXPORT THIS LICENSE. THE SDK MAY BE SUBJECT TO UNITED STATES EXPORT |
| 171 | +LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND |
| 172 | +REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END |
| 173 | +USE. |
| 174 | + - 14.6 The rights granted in the License Agreement may not be assigned or transferred by either you or Anduril without the prior written |
| 175 | +approval of the other party. Neither you nor Anduril shall be permitted to delegate their responsibilities or obligations under the License |
| 176 | +Agreement without the prior written approval of the other party. |
| 177 | + - 14.7 The License Agreement, and your relationship with Anduril under the License Agreement, shall be governed by the laws of the State |
| 178 | +of Delaware without regard to its conflict of laws provisions. Except for claims for injunctive or equitable relief, and claims regarding |
| 179 | +intellectual property rights to the extent not relating to indemnification under this Agreement (all of which may be brought in any competent |
| 180 | +state or federal court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration |
| 181 | +Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The |
| 182 | +arbitration shall take place in Irvine, California and the arbitral decision may be enforced in any competent U.S. federal court. In the event |
| 183 | +of any court action, you agree to submit to the exclusive jurisdiction of the courts located in the city of Irvine located in Orange, California. |
| 184 | +Notwithstanding this, you agree that Anduril shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal |
| 185 | +relief) in any jurisdiction. |
| 186 | + |
| 187 | + |
| 188 | +**November 27, 2024** |
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