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# Anduril Lattice Software Development Kit License Agreement
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## Terms and Conditions
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This is the Anduril Lattice Software Development Kit (SDK) License Agreement (the “License Agreement”).
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1. **Introduction**
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- 1.1 "Anduril" means Anduril Industries, Inc., organized under the laws of the State of Delaware, USA, and operating under the laws of
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the USA with principal place of business at 1400 Anduril, Costa Mesa, California 92626, USA.
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- 1.2 "Lattice" means the Anduril Lattice™ software stack for devices, as made available by Anduril, as updated from time to time.
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- 1.3 The Anduril Lattice Software Development Kit (referred to in the License Agreement as the "SDK" and specifically including the
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Lattice system files, packaged APIs, and Anduril APIs add-ons) is licensed to you subject to the terms of the License Agreement. The
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License Agreement forms a legally binding contract between you and Anduril in relation to your use of the SDK.
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- 1.4 A "compatible implementation" means any use that (i) is compatible with Lattice; or (ii) successfully is validated by Anduril to be
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compatible with Lattice. The determination of a compatible implementation is solely at the discretion of Anduril.
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2. **Accepting this License Agreement**
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- 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
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Agreement.
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- 2.2 By clicking to accept and/or using this SDK, you hereby agree to the terms of the License Agreement.
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- 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
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laws of the United States or other countries, including the country in which you are resident or from which you use the SDK.
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- 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
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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
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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
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by an entity such as your employer binds your employer to this License Agreement.
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3. **SDK License from Anduril**
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- 3.1 Subject to the terms of the License Agreement, Anduril grants you a limited, revocable, worldwide, royalty-free, non-assignable, non-
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exclusive, and non-sublicensable license to use the SDK solely to develop applications for compatible implementations of Lattice.
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- 3.2 You may not use this SDK to develop applications for other platforms (including non-compatible implementations of Lattice) or to
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develop another SDK. You are of course free to develop applications for other platforms, including non-compatible implementations of
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Lattice, provided that this SDK is not used for that purpose.
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- 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
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that subsist in the SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark
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law, and any and all other proprietary rights. Anduril reserves all rights not expressly granted to you.
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- 3.4 You may not use the SDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by
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applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer,
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disassemble, or create derivative works of the SDK or any part of the SDK.
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- 3.5 Use, reproduction and distribution of components of the SDK licensed under an open-source software license are governed solely by
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the terms of that open-source software license and not the License Agreement.
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- 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
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of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Anduril may stop
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(permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Anduril's sole discretion,
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without prior notice to you.
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- 3.7 Nothing in the License Agreement gives you a right to use any of Anduril's trade names, trademarks, service marks, logos, domain
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names, or other distinctive brand features.
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- 3.8 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that
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may be affixed to or contained within the SDK.
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4. **Use of the SDK by You**
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- 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
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applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.
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- 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
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applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the
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export of data or software to and from the United States or other relevant countries).
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- 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
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those users. If your application stores personal or sensitive information, it must do so securely. You may not use a third-party’s Lattice
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account information or credentials to access Lattice.
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- 4.4 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that
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interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any
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third party including, but not limited to, Anduril or any fixed or mobile communications carrier.
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- 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,
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or resources that you create, transmit or display through Anduril Lattice and/or applications for Lattice, and for the consequences of your
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actions (including any loss or damage which Anduril may suffer) by doing so.
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- 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
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obligations under the License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and
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for the consequences (including any loss or damage which Anduril or any third party may suffer) of any such breach.
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5. **Your Developer Credentials**
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- 5.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by
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Anduril or which you may choose yourself and that you will be solely responsible for all applications that are developed under your
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developer credentials.
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6. **Privacy and Information**
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- 6.1 In order to continually innovate and improve the SDK, Anduril may collect certain usage statistics from the software including but not
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limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in
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the SDK are being used and how they are being used.
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- 6.2 Anonymized and aggregated sets of the data may be used or shared by Andurilto improve the SDK.
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7. **Third Party Applications**
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- 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,
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you agree that Anduril is not responsible for those applications, data, content, or resources. You understand that all data, content or
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resources which you may access through such third party applications are the sole responsibility of the person from which they originated
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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
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applications, data, content, or resources.
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- 7.2 You should be aware the data, content, and resources presented to you through such a third party application may be protected by
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intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify,
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rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless
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you have been specifically given permission to do so by the relevant owners.
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- 7.3 You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between
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you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties.
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8. **Using Lattice APIs**
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- 8.1 Anduril Data APIs
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- 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
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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
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subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data
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(either in whole or in part) unless allowed by the relevant owner and/or terms of service.
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- 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
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consent and only when, and for the limited purposes for which, the user has given you permission to do so.
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9. **Terminating this License Agreement**
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- 9.1 The License Agreement will continue to apply until terminated by either you or Anduril as set out below.
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- 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
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credentials.
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- 9.3 Anduril may at any time, terminate the License Agreement with you if: (i) you have breached any provision of the License Agreement;
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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
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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
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SDK to you, or (v) in Anduril's sole discretion, it is no longer commercially viable to provide the SDK.
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- 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
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SDK and related APIs.The provisions of paragraph 14.7 shall continue to apply indefinitely.
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10. **DISCLAIMER OF WARRANTIES**
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- 10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK
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IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ANDURIL.
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- 10.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
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SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
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SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
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- 10.3 ANDURIL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
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IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS
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FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
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11. **LIMITATION OF LIABILITY**
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- 11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANDURIL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS
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SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
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CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER
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OR NOT ANDURIL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY
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OF ANY SUCH LOSSES ARISING.
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12. **Indemnification**
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- 12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Anduril, its affiliates and their respective
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directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses,
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liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK,
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(b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual
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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
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the License Agreement.
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13. **Changes to the License Agreement**
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- 13.1 Anduril may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made,
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Anduril will make a new version of the License Agreement available on the website where the SDK is made available.
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14. **General Legal Terms**
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- 14.1 The License Agreement constitutes the whole legal agreement between you and Anduril and governs your use of the SDK (excluding
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any services which Anduril may provide to you under a separate written agreement), and completely replaces any prior agreements
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between you and Anduril in relation to the SDK.
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- 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
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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
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rights or remedies will still be available to Anduril.
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- 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
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that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions
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of the License Agreement will continue to be valid and enforceable.
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- 14.4 You acknowledge and agree that any subsidiaries or affiliates of Anduril is the parent shall be third party beneficiaries to the License
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Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the License Agreement
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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
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License Agreement.
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- 14.5 EXPORT RESTRICTIONS. YOU MAY NOT EXPORT THIS LICENSE. THE SDK MAY BE SUBJECT TO UNITED STATES EXPORT
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LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND
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REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END
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USE.
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- 14.6 The rights granted in the License Agreement may not be assigned or transferred by either you or Anduril without the prior written
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approval of the other party. Neither you nor Anduril shall be permitted to delegate their responsibilities or obligations under the License
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Agreement without the prior written approval of the other party.
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- 14.7 The License Agreement, and your relationship with Anduril under the License Agreement, shall be governed by the laws of the State
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of Delaware without regard to its conflict of laws provisions. Except for claims for injunctive or equitable relief, and claims regarding
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intellectual property rights to the extent not relating to indemnification under this Agreement (all of which may be brought in any competent
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state or federal court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration
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Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The
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arbitration shall take place in Irvine, California and the arbitral decision may be enforced in any competent U.S. federal court. In the event
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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.
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Notwithstanding this, you agree that Anduril shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal
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relief) in any jurisdiction.
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**November 27, 2024**

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