Building a Nymi-enabled future, together

Learn about some applications that have been developed for the Nymi Band

Identity & banking

Featured Developer Application: Halifax UK Online Banking

Halifax UK Online Bank is currently engaging in a trial with the Nymi Band as a replacement for online banking passwords.

Read More

Video courtesy of BBC.com

Building a Nymi-enabled future, together

Learn about some applications that have been developed for the Nymi Band

Shopping

Featured Developer Application: Trideit (formerly project changeRoom) at Dx3

At Dx3 this year, we got the first glimpse of what this future could look like. We partnered with MasterCard and a new startup, Trideit, to create a one-of-a-kind retail experience for seamless shopping.

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Video courtesy of TheStar.com

Introducing Nymi SDK 3.0.1 Beta for Android

We're pleased to roll out our new Beta SDK for Android which makes development for Nymi Band much easier.
Try the new API and provide us feedback in Nymi forums. Stay tuned for more SDK updates, including versions for Windows and Mac!

Download SDK

With the Nymi SDK you can begin developing applications for the Nymi band for free.

The SDK includes: APIs, sample code, the Nymulator (a virtual simulator for the Nymi Band for application testing), and documentation. All you need to start building applications for the Nymi Band.

To get the full developer experience, purchase the Nymi Band Developer Kit which includes Nymi Band Hardware.

Download your SDK below!

Resources

Developer Forums

Engage with Nymi developer community. Ask or question or provide feedback.

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Developer Documentation

Provides information on how to integrate the Nymi Band with your application.

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Downloads

Get your Nymi Companion and Nymi Enabled Applications.

Get Started

Nymi GitHub repository

Find sample code or share code for your open source Nymi projects.

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The Nymi Community

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NYMI INC.

SDK LICENSE AGREEMENT

THIS SDK LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU INDIVIDUALLY IF YOU ARE AGREEING TO IT IN YOUR OWN CAPACITY, OR IF YOU ARE AUTHORIZED TO ACQUIRE THE SDK ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU") AND NYMI INC. ("NYMI"). BEFORE DOWNLOADING THE SDK, PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SDK. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE SDK BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE SDK.

1. DEFINITIONS

"Applications" means software applications, or portions thereof, developed by You using the SDK for use with the NYMI Solution and/or NYMI Products.

"Authorized Users" means: (a) any of Your employees; or (b) any consultants, independent contractors and any other persons You authorize to use or to whom You otherwise make available the SDK, in each case to use on Your behalf to develop Applications.

"NYMI Product" means the Nymi device, and all functional specifications, design specifications, algorithms, software (including programs, tools, templates, libraries and interfaces), application programming interfaces (“APIs”), source code and object code.

"NYMI Solution" means the combination of NYMI proprietary products and services used by a particular user and includes Software, services and applicable documentation for use in conjunction with a NYMI Product.

"Distributable Code" means any files, libraries, frameworks, templates, sample applications, sample code, code fragments, and other software code included with the SDK and expressly designated by NYMI as available for incorporation into and/or distribution with Applications. [NTD: Option to specify specific file types]

"Reverse Engineer", "Reverse Engineered" and "Reverse Engineering" includes, without limitation, any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

"SDK" or "Software Development Kit" means all software (including programs, tools, sample code, templates, libraries, and interfaces), Updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to You at any time, either by way of downloading from a NYMI or a NYMI affiliate website or otherwise provided to You, for any development purposes. Except as expressly specified herein the SDK shall include Third Party Components but shall not include the Software or any Third Party Software. Your use of the Software and Third Party Software shall be governed by and is subject to Your agreeing to the terms of separate software licenses for such software. NYMI's SDKs include, without limitation, the SDKs described in Schedule 1.

"Software" means NYMI proprietary software. Software shall not include any Third Party Software.

"Third Party Software" means software proprietary to a third party. Regardless of the terms of any such additional software license, NYMI accepts no obligations to You in relation to Third Party Software.

"Third Party Components" means software, interfaces and firmware licensed by NYMI from a third party for incorporation into the SDK and distributed as an integral part of the SDK.

"Updates" means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the SDK.

LICENSE GRANT AND RESTRICTIONS

License. Subject to the terms and conditions of this Agreement, NYMI hereby grants You a personal, revocable, non-exclusive, royalty free, non-transferable license to install and use a reasonable number of copies of the SDK solely for the purposes of developing, testing and debugging Applications. You may not copy (except for backup purposes) the SDK or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the SDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described herein.

Restrictions.

You and Your Authorized Users will not develop Applications or make any products, services or content available through Your Applications, the use of which in isolation or with any other software, system, network, or data would, in NYMI's judgment (acting reasonably) contain functionality that could be used for inappropriate or improper purposes or interfere with the proper operation of, degrade, cause damage to or adversely affect any software, hardware, services, system, network or data used by NYMI, including without limitation the NYMI Solution and NYMI Products, or otherwise have a detrimental effect upon NYMI or any of its customers or products or services; and

You and Your Authorized Users will not use the SDK to develop any Applications or make any products, services or content available through Your Applications, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts and without limiting the foregoing, Applications and any products, services or content available through Your Applications must not contain or link to any content, or perform any function, that is illegal, including, without limitation, any breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party.

DEVELOPER OBLIGATIONS

You are responsible for all activities with respect to the SDK undertaken by You and Your Authorized Users. Specifically, You will hereby certify to NYMI and agree that:

You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, and any information that You provide to NYMI in relation to this Agreement is true, accurate, current and complete;

You will not knowingly develop any Application or make available any products, services or content available through any Application that infringes any NYMI, NYMI affiliate or third party patents, copyrights, trademarks, industrial design rights, rights of privacy and publicity, trade secrets, or other proprietary rights;

You will not take any actions that may cause or result in the fragmentation or degradation of the NYMI Solution, including but not limited to distributing, participating in the creation of, or promoting in any way, a software development kit derived from the SDK;

You will protect the privacy and legal rights of users of Applications You develop, including by, but not limited to, ensuring secure storage of personal information provided by such users, and that user consent is obtained for the collection and use of such information;

You are solely responsible for any data and content that You create, transmit or display through Your Applications;

You shall use the SDK solely in connection with the NYMI Products and/or NYMI Solution;

You shall not use the SDK in connection with an Application where a failure or fault of the NYMI Product and/or NYMI Solution could result in death or serious bodily injury to any person, or otherwise to damage to real property and/or tangible personal property;

You and Your Authorized Users will only use the SDK in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by NYMI as part of and for use in conjunction with the SDK, and Applications and any products, services or content available through Your Applications and their intended uses shall comply with all applicable laws and regulations;

Applications and any products, services or content made available through Your Applications, do not, and will not contain any: (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, code, or program that is likely to or is intended to: (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data; and

You will cooperate with NYMI and provide information requested by NYMI to assist NYMI in investigating or determining whether there has been a breach of this Section 3 or any other provision of this Agreement and upon request provide NYMI with access to the premises and computers where the SDK is or has been used. You hereby authorize NYMI to cooperate with law enforcement authorities in the investigation of suspected criminal violations, and third parties in investigating acts in violation of this Agreement. Such cooperation may include NYMI providing Your username, IP address or other identifying information.

DISTRIBUTION

Subject to the terms and conditions of this Agreement, NYMI grants to You a limited, non-exclusive, personal, revocable and non-transferable license to copy and distribute the Distributable Code, solely to the extent such Distributable Code is compiled with, incorporated into, or packaged with, Your Applications, provided however, that You shall not, directly or indirectly, publish, post or otherwise make available the Distributable Code, other than as compiled with, incorporated into, or packaged with, Your Applications, and further provided that You: (i) add significant primary functionality to the SDK in Your Applications; (ii) You distribute the Distributable Code in executable form only; and (iii) You reproduce and display NYMI’s copyright notice within Your Application. You acknowledge and agree that this Agreement and the license granted hereunder does not signify that NYMI or any of its affiliates, agents, partners or distributors will agree to distribute or sell copies of Your Applications developed hereunder, or any products, services or content available through Your Applications, and that to do so may require that You agree to additional terms and conditions, and will, in every instance, be at the sole discretion of NYMI and its affiliates, agents, partners or distributors.

FEEDBACK. You and Your Authorized Users may provide NYMI with feedback on the SDK, including, without limitation, feedback on bugs and faults within or relating to the SDK. You hereby acknowledge and agree that Nymi owns all right, title and interest in and to all fixes, modifications, and improvements to the SDK, including but not limited to any code, or specification conceived or made by NYMI that is based, either in whole or in part, on Your feedback, suggestions, or recommendations, including all intellectual property rights therein. You agree to cooperate fully and to ensure that Your Authorized Users cooperate fully with NYMI with respect to signing further documents and doing such other acts as are reasonably requested by NYMI to confirm that NYMI owns such feedback, suggestions, and/or recommendations, and to enable NYMI to register and/or protect any associated intellectual property rights and/or confidential information.

NO REVERSE ENGINEERING. You agree that, except to the extent that NYMI is expressly precluded by law from prohibiting You and Your Authorized Users from doing so and except as expressly authorized in this Agreement, You and Your Authorized Users will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the SDK, or attempt to do so, or permit, acquiesce, authorize or encourage any other party to do the same. Except as expressly provided in Section 2, You do not have the right to obtain or use any source code for software included in the SDK.

NON-ASSERTION. You shall not assert any patent claims in any jurisdiction against NYMI or any of its affiliates or any of their respective licensees alleging their direct or indirect infringement based on the SDK. Notwithstanding the foregoing, You shall be relieved of this obligation where Your patent claims are being asserted defensively in relation to a third party claim.

UPDATES. NYMI is under no obligation to provide You with any Updates. If NYMI does provide You with any Updates, such Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates.

TERM AND TERMINATION

Term. This Agreement shall commence upon Your installation or use of the SDK and will terminate in accordance with the provisions set out herein.

Termination. This Agreement and all rights granted by NYMI hereunder will automatically terminate without notice from NYMI if You or any of Your Authorized Users breach any term(s) of this Agreement. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate. You will be deemed to be in breach of this Agreement if: (a) You fail to comply with or perform a term or condition herein; or (b) You or any Authorized User interferes with NYMI's customer service or business operations; or (c) You materially breach any other agreement that You may have with NYMI.

Effect of Termination. Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of NYMI Confidential Information in Your and Your Authorized Users' possession or control, and You may be required to provide proof of such destruction to NYMI. NYMI shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement for any reason.

CONFIDENTIALITY. You acknowledge and agree that the SDK, including without limitation any associated documentation, license keys and information accessible by means of the SDK (collectively, the “NYMI Confidential Information”) was developed at considerable time and expense by NYMI and contains valuable trade secrets and confidential information of NYMI. Accordingly, You agree to maintain the NYMI Confidential Information in strict confidence and except as expressly provided in this Agreement, You: (i) will not disclose or provide access thereto to any person except to Authorized Users with a need for access to exercise the License granted herein or; (ii) use the NYMI Confidential Information for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. Notwithstanding the foregoing, the NYMI Confidential Information shall not include information that You can establish: (a) was lawfully in Your possession before receipt from NYMI; (b) was rightfully obtained from a third party who had the right to transfer or disclose it to You; or (c) was independently developed by You without the use of any NYMI Confidential Information.

PERSONAL INFORMATION. By submitting personal information about You and/or Your Authorized Users, to NYMI through Your access and use of the SDK, You consent to the collection, use, processing, transmission, and/or disclosure of such information by NYMI, and You warrant that You have obtained all consents necessary under applicable law from Your Authorized Users to disclose their personal information to NYMI and for NYMI to collect, use, process, transmit, and/or disclose such personal information. To the extent NYMI and its affiliates, agents, contractors, partners or licensors provide You with any end user data or personal information, You shall only use such end user data or personal information in accordance with the purpose for which it was provided to You. Further, if You provide end user data to NYMI, its affiliates, agents, contractors, partners or licensors, You represent and warrant that You will have obtained any necessary consent from the end user to disclose such end user data.

INTELLECTUAL PROPERTY. This Agreement does not transfer or assign to You, any intellectual property right including any patent, design, industrial design, trademark, copyright, rights in any confidential information or trade secrets, or any other intellectual property rights, in or related to the SDK or any part thereof and you agree that you will not remove, obscure, or alter any proprietary rights notices which may be contained within the SDK. The SDK and all copies thereof remain the property of NYMI and its licensors, and are licensed and not sold to You under this Agreement. You acknowledge that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to You hereunder, shall remain with NYMI. This Agreement only provides a license for the SDK itself and You may need licenses, including without limitation patent and copyright licenses from NYMI and from third parties, to use, manufacture, reproduce or distribute Your Applications, and You agree that NYMI has no obligation to You with respect to providing notice of or acquiring such licenses. You agree that nothing in this Agreement shall adversely affect any rights and recourse to remedies, including without limitation, injunctive relief that NYMI may have under any applicable laws relating to the protection of NYMI's intellectual property or other rights.

INDEMNITY. You shall indemnify, hold harmless, and (if requested by NYMI) defend, NYMI, its affiliates, agents, licensors and each of their respective successors, assigns, directors, officers, employees and independent contractors (each a "NYMI Indemnified Party") from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) incurred directly or indirectly by a NYMI Indemnified Party as a result of Your or Your Authorized Users' breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action (“Claim”): (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by virtue of: (i) Your Applications or the use thereof, or the combination of Your Application(s) with any other hardware, software, system, or service, (ii) any product, service or content made available, or required to be made available, through Your Application, or (iii) Your or Your Authorized Users' combination of the SDK or any portion thereof with any hardware, software, or system or service other than the NYMI Solution; (b) alleging any injury, death or property or other damage arising from or related to the performance or non-performance of any portion of the SDK or Your Applications or any products, service or content made available through Your Application; (c) based on any representation or misrepresentations made by You or Your Authorized Users; (d) related to your distribution of Your Applications, or use of Your Applications by your users and end users; and (e) otherwise related to or arising from Your, Your Authorized Users' and Your other users’ and end users’ use of the SDK (except for any third party claim based solely on NYMI technology included in the SDK) or any use of Your Applications (including Your development of Applications), or any portion thereof, or any product, service or content made available, or required to be made available, through Your Application.

You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, or loss or damage to real and tangible personal property, and You hereby agree to indemnify, defend and hold harmless each NYMI Indemnified Party from any loss or damage incurred by such NYMI Indemnified Party by reason of any such use.

In no event may You enter into any settlement with a third party that affects NYMI's rights or the rights of any NYMI Indemnified Party, without NYMI’s prior written consent.

NO WARRANTY. THE NYMI SDK IS STILL UNDER DEVELOPMENT AND ACCORDINGLY, SUCH SDK MAY BE UNRELIABLE, NOT FULLY TESTED, LACK REGULATORY APPROVALS AND/OR CONTAIN BUGS OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NYMI MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SDK. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

EXPORT CONTROL. You acknowledge that the SDK or portions thereof, may be subject to export, import, and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. You agree that the SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the SDK is being imported (collectively, the “Government Authority(ies)”).

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NYMI, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NYMI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL: APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT, AND SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. IN NO EVENT SHALL NYMI’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

GENERAL

Assignment. NYMI may assign this Agreement without notice to You. You shall not assign this Agreement or Your rights hereunder without the prior written consent of NYMI (such consent may be withheld at NYMI's sole discretion) and any assignment without NYMI's prior written consent shall be null and void.

Nature of Relationship. This Agreement shall not create or be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and NYMI. Neither Party will have authority to or will hold itself out as having any authority to incur, assume, or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.

Notice. Any notices relating to this Agreement shall be in writing, delivered by hand or sent by registered mail, courier, facsimile, or in the case of a notice sent by NYMI to You, via email, and addressed to the last address, fax number or email address (as applicable) provided by each party hereto. Each such notice shall be effective and deemed delivered upon receipt provided that if any such notice fails to reach You because the information provided by You or on Your behalf to NYMI is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.

Amendments. This Agreement may be amended at any time upon mutual agreement by the parties. NYMI further reserves the right to make changes to the provisions of this Agreement from time to time. NYMI will provide notice of all such revisions by posting the revised version of the Agreement on the NYMI website accessible at nymi.

Severability. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

No Waiver. No party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to conflict of laws principles. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and attorns to the jurisdiction of the courts of the Province of Ontario for any such claims arising from or related to this Agreement.

Survival. Any provision of this Agreement that by its nature or context is intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement, and shall apply to all respective successors and assigns.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the SDK other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement.

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NYMI INC.

SDK LICENSE AGREEMENT

THIS SDK LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU INDIVIDUALLY IF YOU ARE AGREEING TO IT IN YOUR OWN CAPACITY, OR IF YOU ARE AUTHORIZED TO ACQUIRE THE SDK ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU") AND NYMI INC. ("NYMI"). BEFORE DOWNLOADING THE SDK, PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SDK. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE SDK BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE SDK.

1. DEFINITIONS

"Applications" means software applications, or portions thereof, developed by You using the SDK for use with the NYMI Solution and/or NYMI Products.

"Authorized Users" means: (a) any of Your employees; or (b) any consultants, independent contractors and any other persons You authorize to use or to whom You otherwise make available the SDK, in each case to use on Your behalf to develop Applications.

"NYMI Product" means the Nymi device, and all functional specifications, design specifications, algorithms, software (including programs, tools, templates, libraries and interfaces), application programming interfaces (“APIs”), source code and object code.

"NYMI Solution" means the combination of NYMI proprietary products and services used by a particular user and includes Software, services and applicable documentation for use in conjunction with a NYMI Product.

"Distributable Code" means any files, libraries, frameworks, templates, sample applications, sample code, code fragments, and other software code included with the SDK and expressly designated by NYMI as available for incorporation into and/or distribution with Applications. [NTD: Option to specify specific file types]

"Reverse Engineer", "Reverse Engineered" and "Reverse Engineering" includes, without limitation, any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

"SDK" or "Software Development Kit" means all software (including programs, tools, sample code, templates, libraries, and interfaces), Updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to You at any time, either by way of downloading from a NYMI or a NYMI affiliate website or otherwise provided to You, for any development purposes. Except as expressly specified herein the SDK shall include Third Party Components but shall not include the Software or any Third Party Software. Your use of the Software and Third Party Software shall be governed by and is subject to Your agreeing to the terms of separate software licenses for such software. NYMI's SDKs include, without limitation, the SDKs described in Schedule 1.

"Software" means NYMI proprietary software. Software shall not include any Third Party Software.

"Third Party Software" means software proprietary to a third party. Regardless of the terms of any such additional software license, NYMI accepts no obligations to You in relation to Third Party Software.

"Third Party Components" means software, interfaces and firmware licensed by NYMI from a third party for incorporation into the SDK and distributed as an integral part of the SDK.

"Updates" means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the SDK.

LICENSE GRANT AND RESTRICTIONS

License. Subject to the terms and conditions of this Agreement, NYMI hereby grants You a personal, revocable, non-exclusive, royalty free, non-transferable license to install and use a reasonable number of copies of the SDK solely for the purposes of developing, testing and debugging Applications. You may not copy (except for backup purposes) the SDK or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the SDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described herein.

Restrictions.

You and Your Authorized Users will not develop Applications or make any products, services or content available through Your Applications, the use of which in isolation or with any other software, system, network, or data would, in NYMI's judgment (acting reasonably) contain functionality that could be used for inappropriate or improper purposes or interfere with the proper operation of, degrade, cause damage to or adversely affect any software, hardware, services, system, network or data used by NYMI, including without limitation the NYMI Solution and NYMI Products, or otherwise have a detrimental effect upon NYMI or any of its customers or products or services; and

You and Your Authorized Users will not use the SDK to develop any Applications or make any products, services or content available through Your Applications, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts and without limiting the foregoing, Applications and any products, services or content available through Your Applications must not contain or link to any content, or perform any function, that is illegal, including, without limitation, any breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party.

DEVELOPER OBLIGATIONS

You are responsible for all activities with respect to the SDK undertaken by You and Your Authorized Users. Specifically, You will hereby certify to NYMI and agree that:

You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, and any information that You provide to NYMI in relation to this Agreement is true, accurate, current and complete;

You will not knowingly develop any Application or make available any products, services or content available through any Application that infringes any NYMI, NYMI affiliate or third party patents, copyrights, trademarks, industrial design rights, rights of privacy and publicity, trade secrets, or other proprietary rights;

You will not take any actions that may cause or result in the fragmentation or degradation of the NYMI Solution, including but not limited to distributing, participating in the creation of, or promoting in any way, a software development kit derived from the SDK;

You will protect the privacy and legal rights of users of Applications You develop, including by, but not limited to, ensuring secure storage of personal information provided by such users, and that user consent is obtained for the collection and use of such information;

You are solely responsible for any data and content that You create, transmit or display through Your Applications;

You shall use the SDK solely in connection with the NYMI Products and/or NYMI Solution;

You shall not use the SDK in connection with an Application where a failure or fault of the NYMI Product and/or NYMI Solution could result in death or serious bodily injury to any person, or otherwise to damage to real property and/or tangible personal property;

You and Your Authorized Users will only use the SDK in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by NYMI as part of and for use in conjunction with the SDK, and Applications and any products, services or content available through Your Applications and their intended uses shall comply with all applicable laws and regulations;

Applications and any products, services or content made available through Your Applications, do not, and will not contain any: (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, code, or program that is likely to or is intended to: (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data; and

You will cooperate with NYMI and provide information requested by NYMI to assist NYMI in investigating or determining whether there has been a breach of this Section 3 or any other provision of this Agreement and upon request provide NYMI with access to the premises and computers where the SDK is or has been used. You hereby authorize NYMI to cooperate with law enforcement authorities in the investigation of suspected criminal violations, and third parties in investigating acts in violation of this Agreement. Such cooperation may include NYMI providing Your username, IP address or other identifying information.

DISTRIBUTION

Subject to the terms and conditions of this Agreement, NYMI grants to You a limited, non-exclusive, personal, revocable and non-transferable license to copy and distribute the Distributable Code, solely to the extent such Distributable Code is compiled with, incorporated into, or packaged with, Your Applications, provided however, that You shall not, directly or indirectly, publish, post or otherwise make available the Distributable Code, other than as compiled with, incorporated into, or packaged with, Your Applications, and further provided that You: (i) add significant primary functionality to the SDK in Your Applications; (ii) You distribute the Distributable Code in executable form only; and (iii) You reproduce and display NYMI’s copyright notice within Your Application. You acknowledge and agree that this Agreement and the license granted hereunder does not signify that NYMI or any of its affiliates, agents, partners or distributors will agree to distribute or sell copies of Your Applications developed hereunder, or any products, services or content available through Your Applications, and that to do so may require that You agree to additional terms and conditions, and will, in every instance, be at the sole discretion of NYMI and its affiliates, agents, partners or distributors.

FEEDBACK. You and Your Authorized Users may provide NYMI with feedback on the SDK, including, without limitation, feedback on bugs and faults within or relating to the SDK. You hereby acknowledge and agree that Nymi owns all right, title and interest in and to all fixes, modifications, and improvements to the SDK, including but not limited to any code, or specification conceived or made by NYMI that is based, either in whole or in part, on Your feedback, suggestions, or recommendations, including all intellectual property rights therein. You agree to cooperate fully and to ensure that Your Authorized Users cooperate fully with NYMI with respect to signing further documents and doing such other acts as are reasonably requested by NYMI to confirm that NYMI owns such feedback, suggestions, and/or recommendations, and to enable NYMI to register and/or protect any associated intellectual property rights and/or confidential information.

NO REVERSE ENGINEERING. You agree that, except to the extent that NYMI is expressly precluded by law from prohibiting You and Your Authorized Users from doing so and except as expressly authorized in this Agreement, You and Your Authorized Users will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the SDK, or attempt to do so, or permit, acquiesce, authorize or encourage any other party to do the same. Except as expressly provided in Section 2, You do not have the right to obtain or use any source code for software included in the SDK.

NON-ASSERTION. You shall not assert any patent claims in any jurisdiction against NYMI or any of its affiliates or any of their respective licensees alleging their direct or indirect infringement based on the SDK. Notwithstanding the foregoing, You shall be relieved of this obligation where Your patent claims are being asserted defensively in relation to a third party claim.

UPDATES. NYMI is under no obligation to provide You with any Updates. If NYMI does provide You with any Updates, such Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates.

TERM AND TERMINATION

Term. This Agreement shall commence upon Your installation or use of the SDK and will terminate in accordance with the provisions set out herein.

Termination. This Agreement and all rights granted by NYMI hereunder will automatically terminate without notice from NYMI if You or any of Your Authorized Users breach any term(s) of this Agreement. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate. You will be deemed to be in breach of this Agreement if: (a) You fail to comply with or perform a term or condition herein; or (b) You or any Authorized User interferes with NYMI's customer service or business operations; or (c) You materially breach any other agreement that You may have with NYMI.

Effect of Termination. Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of NYMI Confidential Information in Your and Your Authorized Users' possession or control, and You may be required to provide proof of such destruction to NYMI. NYMI shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement for any reason.

CONFIDENTIALITY. You acknowledge and agree that the SDK, including without limitation any associated documentation, license keys and information accessible by means of the SDK (collectively, the “NYMI Confidential Information”) was developed at considerable time and expense by NYMI and contains valuable trade secrets and confidential information of NYMI. Accordingly, You agree to maintain the NYMI Confidential Information in strict confidence and except as expressly provided in this Agreement, You: (i) will not disclose or provide access thereto to any person except to Authorized Users with a need for access to exercise the License granted herein or; (ii) use the NYMI Confidential Information for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. Notwithstanding the foregoing, the NYMI Confidential Information shall not include information that You can establish: (a) was lawfully in Your possession before receipt from NYMI; (b) was rightfully obtained from a third party who had the right to transfer or disclose it to You; or (c) was independently developed by You without the use of any NYMI Confidential Information.

PERSONAL INFORMATION. By submitting personal information about You and/or Your Authorized Users, to NYMI through Your access and use of the SDK, You consent to the collection, use, processing, transmission, and/or disclosure of such information by NYMI, and You warrant that You have obtained all consents necessary under applicable law from Your Authorized Users to disclose their personal information to NYMI and for NYMI to collect, use, process, transmit, and/or disclose such personal information. To the extent NYMI and its affiliates, agents, contractors, partners or licensors provide You with any end user data or personal information, You shall only use such end user data or personal information in accordance with the purpose for which it was provided to You. Further, if You provide end user data to NYMI, its affiliates, agents, contractors, partners or licensors, You represent and warrant that You will have obtained any necessary consent from the end user to disclose such end user data.

INTELLECTUAL PROPERTY. This Agreement does not transfer or assign to You, any intellectual property right including any patent, design, industrial design, trademark, copyright, rights in any confidential information or trade secrets, or any other intellectual property rights, in or related to the SDK or any part thereof and you agree that you will not remove, obscure, or alter any proprietary rights notices which may be contained within the SDK. The SDK and all copies thereof remain the property of NYMI and its licensors, and are licensed and not sold to You under this Agreement. You acknowledge that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to You hereunder, shall remain with NYMI. This Agreement only provides a license for the SDK itself and You may need licenses, including without limitation patent and copyright licenses from NYMI and from third parties, to use, manufacture, reproduce or distribute Your Applications, and You agree that NYMI has no obligation to You with respect to providing notice of or acquiring such licenses. You agree that nothing in this Agreement shall adversely affect any rights and recourse to remedies, including without limitation, injunctive relief that NYMI may have under any applicable laws relating to the protection of NYMI's intellectual property or other rights.

INDEMNITY. You shall indemnify, hold harmless, and (if requested by NYMI) defend, NYMI, its affiliates, agents, licensors and each of their respective successors, assigns, directors, officers, employees and independent contractors (each a "NYMI Indemnified Party") from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) incurred directly or indirectly by a NYMI Indemnified Party as a result of Your or Your Authorized Users' breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action (“Claim”): (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by virtue of: (i) Your Applications or the use thereof, or the combination of Your Application(s) with any other hardware, software, system, or service, (ii) any product, service or content made available, or required to be made available, through Your Application, or (iii) Your or Your Authorized Users' combination of the SDK or any portion thereof with any hardware, software, or system or service other than the NYMI Solution; (b) alleging any injury, death or property or other damage arising from or related to the performance or non-performance of any portion of the SDK or Your Applications or any products, service or content made available through Your Application; (c) based on any representation or misrepresentations made by You or Your Authorized Users; (d) related to your distribution of Your Applications, or use of Your Applications by your users and end users; and (e) otherwise related to or arising from Your, Your Authorized Users' and Your other users’ and end users’ use of the SDK (except for any third party claim based solely on NYMI technology included in the SDK) or any use of Your Applications (including Your development of Applications), or any portion thereof, or any product, service or content made available, or required to be made available, through Your Application.

You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, or loss or damage to real and tangible personal property, and You hereby agree to indemnify, defend and hold harmless each NYMI Indemnified Party from any loss or damage incurred by such NYMI Indemnified Party by reason of any such use.

In no event may You enter into any settlement with a third party that affects NYMI's rights or the rights of any NYMI Indemnified Party, without NYMI’s prior written consent.

NO WARRANTY. THE NYMI SDK IS STILL UNDER DEVELOPMENT AND ACCORDINGLY, SUCH SDK MAY BE UNRELIABLE, NOT FULLY TESTED, LACK REGULATORY APPROVALS AND/OR CONTAIN BUGS OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NYMI MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SDK. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

EXPORT CONTROL. You acknowledge that the SDK or portions thereof, may be subject to export, import, and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. You agree that the SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the SDK is being imported (collectively, the “Government Authority(ies)”).

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NYMI, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NYMI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL: APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT, AND SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. IN NO EVENT SHALL NYMI’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

GENERAL

Assignment. NYMI may assign this Agreement without notice to You. You shall not assign this Agreement or Your rights hereunder without the prior written consent of NYMI (such consent may be withheld at NYMI's sole discretion) and any assignment without NYMI's prior written consent shall be null and void.

Nature of Relationship. This Agreement shall not create or be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and NYMI. Neither Party will have authority to or will hold itself out as having any authority to incur, assume, or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.

Notice. Any notices relating to this Agreement shall be in writing, delivered by hand or sent by registered mail, courier, facsimile, or in the case of a notice sent by NYMI to You, via email, and addressed to the last address, fax number or email address (as applicable) provided by each party hereto. Each such notice shall be effective and deemed delivered upon receipt provided that if any such notice fails to reach You because the information provided by You or on Your behalf to NYMI is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.

Amendments. This Agreement may be amended at any time upon mutual agreement by the parties. NYMI further reserves the right to make changes to the provisions of this Agreement from time to time. NYMI will provide notice of all such revisions by posting the revised version of the Agreement on the NYMI website accessible at nymi.

Severability. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

No Waiver. No party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to conflict of laws principles. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and attorns to the jurisdiction of the courts of the Province of Ontario for any such claims arising from or related to this Agreement.

Survival. Any provision of this Agreement that by its nature or context is intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement, and shall apply to all respective successors and assigns.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the SDK other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement.

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NYMI INC.

SDK LICENSE AGREEMENT

THIS SDK LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU INDIVIDUALLY IF YOU ARE AGREEING TO IT IN YOUR OWN CAPACITY, OR IF YOU ARE AUTHORIZED TO ACQUIRE THE SDK ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU") AND NYMI INC. ("NYMI"). BEFORE DOWNLOADING THE SDK, PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SDK. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE SDK BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE SDK.

1. DEFINITIONS

"Applications" means software applications, or portions thereof, developed by You using the SDK for use with the NYMI Solution and/or NYMI Products.

"Authorized Users" means: (a) any of Your employees; or (b) any consultants, independent contractors and any other persons You authorize to use or to whom You otherwise make available the SDK, in each case to use on Your behalf to develop Applications.

"NYMI Product" means the Nymi device, and all functional specifications, design specifications, algorithms, software (including programs, tools, templates, libraries and interfaces), application programming interfaces (“APIs”), source code and object code.

"NYMI Solution" means the combination of NYMI proprietary products and services used by a particular user and includes Software, services and applicable documentation for use in conjunction with a NYMI Product.

"Distributable Code" means any files, libraries, frameworks, templates, sample applications, sample code, code fragments, and other software code included with the SDK and expressly designated by NYMI as available for incorporation into and/or distribution with Applications. [NTD: Option to specify specific file types]

"Reverse Engineer", "Reverse Engineered" and "Reverse Engineering" includes, without limitation, any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

"SDK" or "Software Development Kit" means all software (including programs, tools, sample code, templates, libraries, and interfaces), Updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to You at any time, either by way of downloading from a NYMI or a NYMI affiliate website or otherwise provided to You, for any development purposes. Except as expressly specified herein the SDK shall include Third Party Components but shall not include the Software or any Third Party Software. Your use of the Software and Third Party Software shall be governed by and is subject to Your agreeing to the terms of separate software licenses for such software. NYMI's SDKs include, without limitation, the SDKs described in Schedule 1.

"Software" means NYMI proprietary software. Software shall not include any Third Party Software.

"Third Party Software" means software proprietary to a third party. Regardless of the terms of any such additional software license, NYMI accepts no obligations to You in relation to Third Party Software.

"Third Party Components" means software, interfaces and firmware licensed by NYMI from a third party for incorporation into the SDK and distributed as an integral part of the SDK.

"Updates" means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the SDK.

LICENSE GRANT AND RESTRICTIONS

License. Subject to the terms and conditions of this Agreement, NYMI hereby grants You a personal, revocable, non-exclusive, royalty free, non-transferable license to install and use a reasonable number of copies of the SDK solely for the purposes of developing, testing and debugging Applications. You may not copy (except for backup purposes) the SDK or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the SDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described herein.

Restrictions.

You and Your Authorized Users will not develop Applications or make any products, services or content available through Your Applications, the use of which in isolation or with any other software, system, network, or data would, in NYMI's judgment (acting reasonably) contain functionality that could be used for inappropriate or improper purposes or interfere with the proper operation of, degrade, cause damage to or adversely affect any software, hardware, services, system, network or data used by NYMI, including without limitation the NYMI Solution and NYMI Products, or otherwise have a detrimental effect upon NYMI or any of its customers or products or services; and

You and Your Authorized Users will not use the SDK to develop any Applications or make any products, services or content available through Your Applications, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts and without limiting the foregoing, Applications and any products, services or content available through Your Applications must not contain or link to any content, or perform any function, that is illegal, including, without limitation, any breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party.

DEVELOPER OBLIGATIONS

You are responsible for all activities with respect to the SDK undertaken by You and Your Authorized Users. Specifically, You will hereby certify to NYMI and agree that:

You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, and any information that You provide to NYMI in relation to this Agreement is true, accurate, current and complete;

You will not knowingly develop any Application or make available any products, services or content available through any Application that infringes any NYMI, NYMI affiliate or third party patents, copyrights, trademarks, industrial design rights, rights of privacy and publicity, trade secrets, or other proprietary rights;

You will not take any actions that may cause or result in the fragmentation or degradation of the NYMI Solution, including but not limited to distributing, participating in the creation of, or promoting in any way, a software development kit derived from the SDK;

You will protect the privacy and legal rights of users of Applications You develop, including by, but not limited to, ensuring secure storage of personal information provided by such users, and that user consent is obtained for the collection and use of such information;

You are solely responsible for any data and content that You create, transmit or display through Your Applications;

You shall use the SDK solely in connection with the NYMI Products and/or NYMI Solution;

You shall not use the SDK in connection with an Application where a failure or fault of the NYMI Product and/or NYMI Solution could result in death or serious bodily injury to any person, or otherwise to damage to real property and/or tangible personal property;

You and Your Authorized Users will only use the SDK in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by NYMI as part of and for use in conjunction with the SDK, and Applications and any products, services or content available through Your Applications and their intended uses shall comply with all applicable laws and regulations;

Applications and any products, services or content made available through Your Applications, do not, and will not contain any: (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, code, or program that is likely to or is intended to: (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data; and

You will cooperate with NYMI and provide information requested by NYMI to assist NYMI in investigating or determining whether there has been a breach of this Section 3 or any other provision of this Agreement and upon request provide NYMI with access to the premises and computers where the SDK is or has been used. You hereby authorize NYMI to cooperate with law enforcement authorities in the investigation of suspected criminal violations, and third parties in investigating acts in violation of this Agreement. Such cooperation may include NYMI providing Your username, IP address or other identifying information.

DISTRIBUTION

Subject to the terms and conditions of this Agreement, NYMI grants to You a limited, non-exclusive, personal, revocable and non-transferable license to copy and distribute the Distributable Code, solely to the extent such Distributable Code is compiled with, incorporated into, or packaged with, Your Applications, provided however, that You shall not, directly or indirectly, publish, post or otherwise make available the Distributable Code, other than as compiled with, incorporated into, or packaged with, Your Applications, and further provided that You: (i) add significant primary functionality to the SDK in Your Applications; (ii) You distribute the Distributable Code in executable form only; and (iii) You reproduce and display NYMI’s copyright notice within Your Application. You acknowledge and agree that this Agreement and the license granted hereunder does not signify that NYMI or any of its affiliates, agents, partners or distributors will agree to distribute or sell copies of Your Applications developed hereunder, or any products, services or content available through Your Applications, and that to do so may require that You agree to additional terms and conditions, and will, in every instance, be at the sole discretion of NYMI and its affiliates, agents, partners or distributors.

FEEDBACK. You and Your Authorized Users may provide NYMI with feedback on the SDK, including, without limitation, feedback on bugs and faults within or relating to the SDK. You hereby acknowledge and agree that Nymi owns all right, title and interest in and to all fixes, modifications, and improvements to the SDK, including but not limited to any code, or specification conceived or made by NYMI that is based, either in whole or in part, on Your feedback, suggestions, or recommendations, including all intellectual property rights therein. You agree to cooperate fully and to ensure that Your Authorized Users cooperate fully with NYMI with respect to signing further documents and doing such other acts as are reasonably requested by NYMI to confirm that NYMI owns such feedback, suggestions, and/or recommendations, and to enable NYMI to register and/or protect any associated intellectual property rights and/or confidential information.

NO REVERSE ENGINEERING. You agree that, except to the extent that NYMI is expressly precluded by law from prohibiting You and Your Authorized Users from doing so and except as expressly authorized in this Agreement, You and Your Authorized Users will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the SDK, or attempt to do so, or permit, acquiesce, authorize or encourage any other party to do the same. Except as expressly provided in Section 2, You do not have the right to obtain or use any source code for software included in the SDK.

NON-ASSERTION. You shall not assert any patent claims in any jurisdiction against NYMI or any of its affiliates or any of their respective licensees alleging their direct or indirect infringement based on the SDK. Notwithstanding the foregoing, You shall be relieved of this obligation where Your patent claims are being asserted defensively in relation to a third party claim.

UPDATES. NYMI is under no obligation to provide You with any Updates. If NYMI does provide You with any Updates, such Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates.

TERM AND TERMINATION

Term. This Agreement shall commence upon Your installation or use of the SDK and will terminate in accordance with the provisions set out herein.

Termination. This Agreement and all rights granted by NYMI hereunder will automatically terminate without notice from NYMI if You or any of Your Authorized Users breach any term(s) of this Agreement. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate. You will be deemed to be in breach of this Agreement if: (a) You fail to comply with or perform a term or condition herein; or (b) You or any Authorized User interferes with NYMI's customer service or business operations; or (c) You materially breach any other agreement that You may have with NYMI.

Effect of Termination. Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of NYMI Confidential Information in Your and Your Authorized Users' possession or control, and You may be required to provide proof of such destruction to NYMI. NYMI shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement for any reason.

CONFIDENTIALITY. You acknowledge and agree that the SDK, including without limitation any associated documentation, license keys and information accessible by means of the SDK (collectively, the “NYMI Confidential Information”) was developed at considerable time and expense by NYMI and contains valuable trade secrets and confidential information of NYMI. Accordingly, You agree to maintain the NYMI Confidential Information in strict confidence and except as expressly provided in this Agreement, You: (i) will not disclose or provide access thereto to any person except to Authorized Users with a need for access to exercise the License granted herein or; (ii) use the NYMI Confidential Information for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. Notwithstanding the foregoing, the NYMI Confidential Information shall not include information that You can establish: (a) was lawfully in Your possession before receipt from NYMI; (b) was rightfully obtained from a third party who had the right to transfer or disclose it to You; or (c) was independently developed by You without the use of any NYMI Confidential Information.

PERSONAL INFORMATION. By submitting personal information about You and/or Your Authorized Users, to NYMI through Your access and use of the SDK, You consent to the collection, use, processing, transmission, and/or disclosure of such information by NYMI, and You warrant that You have obtained all consents necessary under applicable law from Your Authorized Users to disclose their personal information to NYMI and for NYMI to collect, use, process, transmit, and/or disclose such personal information. To the extent NYMI and its affiliates, agents, contractors, partners or licensors provide You with any end user data or personal information, You shall only use such end user data or personal information in accordance with the purpose for which it was provided to You. Further, if You provide end user data to NYMI, its affiliates, agents, contractors, partners or licensors, You represent and warrant that You will have obtained any necessary consent from the end user to disclose such end user data.

INTELLECTUAL PROPERTY. This Agreement does not transfer or assign to You, any intellectual property right including any patent, design, industrial design, trademark, copyright, rights in any confidential information or trade secrets, or any other intellectual property rights, in or related to the SDK or any part thereof and you agree that you will not remove, obscure, or alter any proprietary rights notices which may be contained within the SDK. The SDK and all copies thereof remain the property of NYMI and its licensors, and are licensed and not sold to You under this Agreement. You acknowledge that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to You hereunder, shall remain with NYMI. This Agreement only provides a license for the SDK itself and You may need licenses, including without limitation patent and copyright licenses from NYMI and from third parties, to use, manufacture, reproduce or distribute Your Applications, and You agree that NYMI has no obligation to You with respect to providing notice of or acquiring such licenses. You agree that nothing in this Agreement shall adversely affect any rights and recourse to remedies, including without limitation, injunctive relief that NYMI may have under any applicable laws relating to the protection of NYMI's intellectual property or other rights.

INDEMNITY. You shall indemnify, hold harmless, and (if requested by NYMI) defend, NYMI, its affiliates, agents, licensors and each of their respective successors, assigns, directors, officers, employees and independent contractors (each a "NYMI Indemnified Party") from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) incurred directly or indirectly by a NYMI Indemnified Party as a result of Your or Your Authorized Users' breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action (“Claim”): (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by virtue of: (i) Your Applications or the use thereof, or the combination of Your Application(s) with any other hardware, software, system, or service, (ii) any product, service or content made available, or required to be made available, through Your Application, or (iii) Your or Your Authorized Users' combination of the SDK or any portion thereof with any hardware, software, or system or service other than the NYMI Solution; (b) alleging any injury, death or property or other damage arising from or related to the performance or non-performance of any portion of the SDK or Your Applications or any products, service or content made available through Your Application; (c) based on any representation or misrepresentations made by You or Your Authorized Users; (d) related to your distribution of Your Applications, or use of Your Applications by your users and end users; and (e) otherwise related to or arising from Your, Your Authorized Users' and Your other users’ and end users’ use of the SDK (except for any third party claim based solely on NYMI technology included in the SDK) or any use of Your Applications (including Your development of Applications), or any portion thereof, or any product, service or content made available, or required to be made available, through Your Application.

You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, or loss or damage to real and tangible personal property, and You hereby agree to indemnify, defend and hold harmless each NYMI Indemnified Party from any loss or damage incurred by such NYMI Indemnified Party by reason of any such use.

In no event may You enter into any settlement with a third party that affects NYMI's rights or the rights of any NYMI Indemnified Party, without NYMI’s prior written consent.

NO WARRANTY. THE NYMI SDK IS STILL UNDER DEVELOPMENT AND ACCORDINGLY, SUCH SDK MAY BE UNRELIABLE, NOT FULLY TESTED, LACK REGULATORY APPROVALS AND/OR CONTAIN BUGS OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NYMI MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SDK. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

EXPORT CONTROL. You acknowledge that the SDK or portions thereof, may be subject to export, import, and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. You agree that the SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the SDK is being imported (collectively, the “Government Authority(ies)”).

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NYMI, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NYMI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL: APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT, AND SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. IN NO EVENT SHALL NYMI’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

GENERAL

Assignment. NYMI may assign this Agreement without notice to You. You shall not assign this Agreement or Your rights hereunder without the prior written consent of NYMI (such consent may be withheld at NYMI's sole discretion) and any assignment without NYMI's prior written consent shall be null and void.

Nature of Relationship. This Agreement shall not create or be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and NYMI. Neither Party will have authority to or will hold itself out as having any authority to incur, assume, or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.

Notice. Any notices relating to this Agreement shall be in writing, delivered by hand or sent by registered mail, courier, facsimile, or in the case of a notice sent by NYMI to You, via email, and addressed to the last address, fax number or email address (as applicable) provided by each party hereto. Each such notice shall be effective and deemed delivered upon receipt provided that if any such notice fails to reach You because the information provided by You or on Your behalf to NYMI is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.

Amendments. This Agreement may be amended at any time upon mutual agreement by the parties. NYMI further reserves the right to make changes to the provisions of this Agreement from time to time. NYMI will provide notice of all such revisions by posting the revised version of the Agreement on the NYMI website accessible at nymi.

Severability. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

No Waiver. No party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to conflict of laws principles. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and attorns to the jurisdiction of the courts of the Province of Ontario for any such claims arising from or related to this Agreement.

Survival. Any provision of this Agreement that by its nature or context is intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement, and shall apply to all respective successors and assigns.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the SDK other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement.

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NYMI INC.

SDK LICENSE AGREEMENT

THIS SDK LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU INDIVIDUALLY IF YOU ARE AGREEING TO IT IN YOUR OWN CAPACITY, OR IF YOU ARE AUTHORIZED TO ACQUIRE THE SDK ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU") AND NYMI INC. ("NYMI"). BEFORE DOWNLOADING THE SDK, PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SDK, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SDK. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE SDK BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE SDK.

1. DEFINITIONS

"Applications" means software applications, or portions thereof, developed by You using the SDK for use with the NYMI Solution and/or NYMI Products.

"Authorized Users" means: (a) any of Your employees; or (b) any consultants, independent contractors and any other persons You authorize to use or to whom You otherwise make available the SDK, in each case to use on Your behalf to develop Applications.

"NYMI Product" means the Nymi device, and all functional specifications, design specifications, algorithms, software (including programs, tools, templates, libraries and interfaces), application programming interfaces (“APIs”), source code and object code.

"NYMI Solution" means the combination of NYMI proprietary products and services used by a particular user and includes Software, services and applicable documentation for use in conjunction with a NYMI Product.

"Distributable Code" means any files, libraries, frameworks, templates, sample applications, sample code, code fragments, and other software code included with the SDK and expressly designated by NYMI as available for incorporation into and/or distribution with Applications. [NTD: Option to specify specific file types]

"Reverse Engineer", "Reverse Engineered" and "Reverse Engineering" includes, without limitation, any act of reverse engineering, translating, disassembling, decompiling, decrypting or deconstructing (including any aspect of "dumping of RAM/ROM or persistent storage", "cable or wireless link sniffing", or "black box" reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.

"SDK" or "Software Development Kit" means all software (including programs, tools, sample code, templates, libraries, and interfaces), Updates, APIs, information, data, files, documentation, and other materials, whether tangible or intangible, in whatever form or medium, provided to You at any time, either by way of downloading from a NYMI or a NYMI affiliate website or otherwise provided to You, for any development purposes. Except as expressly specified herein the SDK shall include Third Party Components but shall not include the Software or any Third Party Software. Your use of the Software and Third Party Software shall be governed by and is subject to Your agreeing to the terms of separate software licenses for such software. NYMI's SDKs include, without limitation, the SDKs described in Schedule 1.

"Software" means NYMI proprietary software. Software shall not include any Third Party Software.

"Third Party Software" means software proprietary to a third party. Regardless of the terms of any such additional software license, NYMI accepts no obligations to You in relation to Third Party Software.

"Third Party Components" means software, interfaces and firmware licensed by NYMI from a third party for incorporation into the SDK and distributed as an integral part of the SDK.

"Updates" means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the SDK.

LICENSE GRANT AND RESTRICTIONS

License. Subject to the terms and conditions of this Agreement, NYMI hereby grants You a personal, revocable, non-exclusive, royalty free, non-transferable license to install and use a reasonable number of copies of the SDK solely for the purposes of developing, testing and debugging Applications. You may not copy (except for backup purposes) the SDK or any portion thereof except as expressly permitted herein. For the purposes of this provision "copy" shall not include copying of statements and instructions of the SDK or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described herein.

Restrictions.

You and Your Authorized Users will not develop Applications or make any products, services or content available through Your Applications, the use of which in isolation or with any other software, system, network, or data would, in NYMI's judgment (acting reasonably) contain functionality that could be used for inappropriate or improper purposes or interfere with the proper operation of, degrade, cause damage to or adversely affect any software, hardware, services, system, network or data used by NYMI, including without limitation the NYMI Solution and NYMI Products, or otherwise have a detrimental effect upon NYMI or any of its customers or products or services; and

You and Your Authorized Users will not use the SDK to develop any Applications or make any products, services or content available through Your Applications, which are intended to be used to commit or would be used predominantly to commit any crime or other illegal or tortious acts and without limiting the foregoing, Applications and any products, services or content available through Your Applications must not contain or link to any content, or perform any function, that is illegal, including, without limitation, any breach of privacy, infringement or misappropriation of any intellectual property rights and/or other proprietary rights of any party.

DEVELOPER OBLIGATIONS

You are responsible for all activities with respect to the SDK undertaken by You and Your Authorized Users. Specifically, You will hereby certify to NYMI and agree that:

You have the right and authority to enter into this Agreement, either on Your own behalf or on behalf of a company or other entity, and any information that You provide to NYMI in relation to this Agreement is true, accurate, current and complete;

You will not knowingly develop any Application or make available any products, services or content available through any Application that infringes any NYMI, NYMI affiliate or third party patents, copyrights, trademarks, industrial design rights, rights of privacy and publicity, trade secrets, or other proprietary rights;

You will not take any actions that may cause or result in the fragmentation or degradation of the NYMI Solution, including but not limited to distributing, participating in the creation of, or promoting in any way, a software development kit derived from the SDK;

You will protect the privacy and legal rights of users of Applications You develop, including by, but not limited to, ensuring secure storage of personal information provided by such users, and that user consent is obtained for the collection and use of such information;

You are solely responsible for any data and content that You create, transmit or display through Your Applications;

You shall use the SDK solely in connection with the NYMI Products and/or NYMI Solution;

You shall not use the SDK in connection with an Application where a failure or fault of the NYMI Product and/or NYMI Solution could result in death or serious bodily injury to any person, or otherwise to damage to real property and/or tangible personal property;

You and Your Authorized Users will only use the SDK in accordance with this Agreement, all applicable laws and regulations, and the documentation provided by NYMI as part of and for use in conjunction with the SDK, and Applications and any products, services or content available through Your Applications and their intended uses shall comply with all applicable laws and regulations;

Applications and any products, services or content made available through Your Applications, do not, and will not contain any: (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, code, or program that is likely to or is intended to: (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, network, services, systems, or data; and

You will cooperate with NYMI and provide information requested by NYMI to assist NYMI in investigating or determining whether there has been a breach of this Section 3 or any other provision of this Agreement and upon request provide NYMI with access to the premises and computers where the SDK is or has been used. You hereby authorize NYMI to cooperate with law enforcement authorities in the investigation of suspected criminal violations, and third parties in investigating acts in violation of this Agreement. Such cooperation may include NYMI providing Your username, IP address or other identifying information.

DISTRIBUTION

Subject to the terms and conditions of this Agreement, NYMI grants to You a limited, non-exclusive, personal, revocable and non-transferable license to copy and distribute the Distributable Code, solely to the extent such Distributable Code is compiled with, incorporated into, or packaged with, Your Applications, provided however, that You shall not, directly or indirectly, publish, post or otherwise make available the Distributable Code, other than as compiled with, incorporated into, or packaged with, Your Applications, and further provided that You: (i) add significant primary functionality to the SDK in Your Applications; (ii) You distribute the Distributable Code in executable form only; and (iii) You reproduce and display NYMI’s copyright notice within Your Application. You acknowledge and agree that this Agreement and the license granted hereunder does not signify that NYMI or any of its affiliates, agents, partners or distributors will agree to distribute or sell copies of Your Applications developed hereunder, or any products, services or content available through Your Applications, and that to do so may require that You agree to additional terms and conditions, and will, in every instance, be at the sole discretion of NYMI and its affiliates, agents, partners or distributors.

FEEDBACK. You and Your Authorized Users may provide NYMI with feedback on the SDK, including, without limitation, feedback on bugs and faults within or relating to the SDK. You hereby acknowledge and agree that Nymi owns all right, title and interest in and to all fixes, modifications, and improvements to the SDK, including but not limited to any code, or specification conceived or made by NYMI that is based, either in whole or in part, on Your feedback, suggestions, or recommendations, including all intellectual property rights therein. You agree to cooperate fully and to ensure that Your Authorized Users cooperate fully with NYMI with respect to signing further documents and doing such other acts as are reasonably requested by NYMI to confirm that NYMI owns such feedback, suggestions, and/or recommendations, and to enable NYMI to register and/or protect any associated intellectual property rights and/or confidential information.

NO REVERSE ENGINEERING. You agree that, except to the extent that NYMI is expressly precluded by law from prohibiting You and Your Authorized Users from doing so and except as expressly authorized in this Agreement, You and Your Authorized Users will not alter, modify, adapt, create derivative works, translate, deface, decompile, disassemble or Reverse Engineer the SDK, or attempt to do so, or permit, acquiesce, authorize or encourage any other party to do the same. Except as expressly provided in Section 2, You do not have the right to obtain or use any source code for software included in the SDK.

NON-ASSERTION. You shall not assert any patent claims in any jurisdiction against NYMI or any of its affiliates or any of their respective licensees alleging their direct or indirect infringement based on the SDK. Notwithstanding the foregoing, You shall be relieved of this obligation where Your patent claims are being asserted defensively in relation to a third party claim.

UPDATES. NYMI is under no obligation to provide You with any Updates. If NYMI does provide You with any Updates, such Updates shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such Updates.

TERM AND TERMINATION

Term. This Agreement shall commence upon Your installation or use of the SDK and will terminate in accordance with the provisions set out herein.

Termination. This Agreement and all rights granted by NYMI hereunder will automatically terminate without notice from NYMI if You or any of Your Authorized Users breach any term(s) of this Agreement. Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate. You will be deemed to be in breach of this Agreement if: (a) You fail to comply with or perform a term or condition herein; or (b) You or any Authorized User interferes with NYMI's customer service or business operations; or (c) You materially breach any other agreement that You may have with NYMI.

Effect of Termination. Upon the termination of this Agreement for any reason, You agree to immediately cease all use of the SDK and erase and destroy all copies, full or partial, of the SDK and all copies of NYMI Confidential Information in Your and Your Authorized Users' possession or control, and You may be required to provide proof of such destruction to NYMI. NYMI shall not have any liability to You or Your Authorized Users arising from or related to the termination of this Agreement for any reason.

CONFIDENTIALITY. You acknowledge and agree that the SDK, including without limitation any associated documentation, license keys and information accessible by means of the SDK (collectively, the “NYMI Confidential Information”) was developed at considerable time and expense by NYMI and contains valuable trade secrets and confidential information of NYMI. Accordingly, You agree to maintain the NYMI Confidential Information in strict confidence and except as expressly provided in this Agreement, You: (i) will not disclose or provide access thereto to any person except to Authorized Users with a need for access to exercise the License granted herein or; (ii) use the NYMI Confidential Information for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. Notwithstanding the foregoing, the NYMI Confidential Information shall not include information that You can establish: (a) was lawfully in Your possession before receipt from NYMI; (b) was rightfully obtained from a third party who had the right to transfer or disclose it to You; or (c) was independently developed by You without the use of any NYMI Confidential Information.

PERSONAL INFORMATION. By submitting personal information about You and/or Your Authorized Users, to NYMI through Your access and use of the SDK, You consent to the collection, use, processing, transmission, and/or disclosure of such information by NYMI, and You warrant that You have obtained all consents necessary under applicable law from Your Authorized Users to disclose their personal information to NYMI and for NYMI to collect, use, process, transmit, and/or disclose such personal information. To the extent NYMI and its affiliates, agents, contractors, partners or licensors provide You with any end user data or personal information, You shall only use such end user data or personal information in accordance with the purpose for which it was provided to You. Further, if You provide end user data to NYMI, its affiliates, agents, contractors, partners or licensors, You represent and warrant that You will have obtained any necessary consent from the end user to disclose such end user data.

INTELLECTUAL PROPERTY. This Agreement does not transfer or assign to You, any intellectual property right including any patent, design, industrial design, trademark, copyright, rights in any confidential information or trade secrets, or any other intellectual property rights, in or related to the SDK or any part thereof and you agree that you will not remove, obscure, or alter any proprietary rights notices which may be contained within the SDK. The SDK and all copies thereof remain the property of NYMI and its licensors, and are licensed and not sold to You under this Agreement. You acknowledge that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to You hereunder, shall remain with NYMI. This Agreement only provides a license for the SDK itself and You may need licenses, including without limitation patent and copyright licenses from NYMI and from third parties, to use, manufacture, reproduce or distribute Your Applications, and You agree that NYMI has no obligation to You with respect to providing notice of or acquiring such licenses. You agree that nothing in this Agreement shall adversely affect any rights and recourse to remedies, including without limitation, injunctive relief that NYMI may have under any applicable laws relating to the protection of NYMI's intellectual property or other rights.

INDEMNITY. You shall indemnify, hold harmless, and (if requested by NYMI) defend, NYMI, its affiliates, agents, licensors and each of their respective successors, assigns, directors, officers, employees and independent contractors (each a "NYMI Indemnified Party") from any claims, costs, damages, losses, settlement fees, and expenses (including without limitation attorney fees and disbursements) incurred directly or indirectly by a NYMI Indemnified Party as a result of Your or Your Authorized Users' breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action (“Claim”): (a) alleging the infringement, violation or misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or trademark or other proprietary right by virtue of: (i) Your Applications or the use thereof, or the combination of Your Application(s) with any other hardware, software, system, or service, (ii) any product, service or content made available, or required to be made available, through Your Application, or (iii) Your or Your Authorized Users' combination of the SDK or any portion thereof with any hardware, software, or system or service other than the NYMI Solution; (b) alleging any injury, death or property or other damage arising from or related to the performance or non-performance of any portion of the SDK or Your Applications or any products, service or content made available through Your Application; (c) based on any representation or misrepresentations made by You or Your Authorized Users; (d) related to your distribution of Your Applications, or use of Your Applications by your users and end users; and (e) otherwise related to or arising from Your, Your Authorized Users' and Your other users’ and end users’ use of the SDK (except for any third party claim based solely on NYMI technology included in the SDK) or any use of Your Applications (including Your development of Applications), or any portion thereof, or any product, service or content made available, or required to be made available, through Your Application.

You acknowledge that the SDK is not intended for use in the development of Applications in which errors or inaccuracies in the content, data or information provided by the Application or the failure of the Application could lead to death, personal injury, or severe physical or environmental damage, or loss or damage to real and tangible personal property, and You hereby agree to indemnify, defend and hold harmless each NYMI Indemnified Party from any loss or damage incurred by such NYMI Indemnified Party by reason of any such use.

In no event may You enter into any settlement with a third party that affects NYMI's rights or the rights of any NYMI Indemnified Party, without NYMI’s prior written consent.

NO WARRANTY. THE NYMI SDK IS STILL UNDER DEVELOPMENT AND ACCORDINGLY, SUCH SDK MAY BE UNRELIABLE, NOT FULLY TESTED, LACK REGULATORY APPROVALS AND/OR CONTAIN BUGS OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA. ACCORDINGLY, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NYMI MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SDK. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

EXPORT CONTROL. You acknowledge that the SDK or portions thereof, may be subject to export, import, and/or use controls by Government Authorities (as hereinafter defined) by way of law or regulation. You agree that the SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the SDK is being imported (collectively, the “Government Authority(ies)”).

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NYMI, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NYMI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET OUT IN THIS AGREEMENT SHALL: APPLY WHETHER AN ACTION, CLAIM OR DEMAND ARISES FROM A BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER KIND OF CIVIL OR STATUTORY LIABILITY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT, AND SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. IN NO EVENT SHALL NYMI’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

GENERAL

Assignment. NYMI may assign this Agreement without notice to You. You shall not assign this Agreement or Your rights hereunder without the prior written consent of NYMI (such consent may be withheld at NYMI's sole discretion) and any assignment without NYMI's prior written consent shall be null and void.

Nature of Relationship. This Agreement shall not create or be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and NYMI. Neither Party will have authority to or will hold itself out as having any authority to incur, assume, or create, orally or in writing, any liability, obligation or undertaking of any kind in the name of, or on behalf of, or in any way binding upon, the other.

Notice. Any notices relating to this Agreement shall be in writing, delivered by hand or sent by registered mail, courier, facsimile, or in the case of a notice sent by NYMI to You, via email, and addressed to the last address, fax number or email address (as applicable) provided by each party hereto. Each such notice shall be effective and deemed delivered upon receipt provided that if any such notice fails to reach You because the information provided by You or on Your behalf to NYMI is not accurate or up to date, notice shall be deemed sufficiently delivered on the date it was sent.

Amendments. This Agreement may be amended at any time upon mutual agreement by the parties. NYMI further reserves the right to make changes to the provisions of this Agreement from time to time. NYMI will provide notice of all such revisions by posting the revised version of the Agreement on the NYMI website accessible at nymi.

Severability. The invalidity or unenforceability of any provision or covenant in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision or covenant were omitted.

No Waiver. No party is to be deemed to have waived or forfeited any right under this Agreement, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of this Agreement in one instance shall not constitute a waiver as to any other instance.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to conflict of laws principles. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and attorns to the jurisdiction of the courts of the Province of Ontario for any such claims arising from or related to this Agreement.

Survival. Any provision of this Agreement that by its nature or context is intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement, and shall apply to all respective successors and assigns.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the SDK other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement.

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