BEWEEVEE SDK TERMS OF USE

1. Introduction

1.1 The beWeeVee Software Development Kit (referred to in this License Agreement as the "SDK" and specifically including the binary components and its related documentation) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and Corvalius in relation to your use of the SDK.

1.2 "Corvalius" means CHVG S.A., an Argentinian corporation with principal place of business at Av. Santa Fe 5217 2°D, Buenos Aires, Argentina.


2. Accepting this License Agreement

2.1 In order to use the SDK, you must first agree to this License Agreement. You may not use the SDK if you do not accept this License Agreement.

2.2 You can accept this License Agreement by: (A) downloading the SDK from beWeeVee.com or any other website, ftp or any other repository; or (B) by actually using the SDK. In this case, you agree that use of the SDK constitutes acceptance of the Licensing Agreement from that point onwards.

2.3 You may not use the SDK and may not accept the Licensing Agreement if you are a person barred from receiving the SDK under the laws of the Argentina or other countries including the country in which you are resident or from which you use the SDK.

2.4 If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the Licensing Agreement or use the SDK on behalf of your employer or other entity.


3. SDK License from Corvalius

3.1 Subject to the terms of this License Agreement, Corvalius grants you a limited, worldwide, non-transferable, non- assignable, non-commercial and non-exclusive license to use the SDK.

3.2 You agree that Corvalius or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Corvalius reserves all rights not expressly granted to you.

3.3 Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. Except to the extent required by applicable third party licenses, you may combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK.

3.4 Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this License Agreement.

3.5 You agree that the form and nature of the SDK that Corvalius provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Corvalius may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Corvalius's sole discretion, without prior notice to you.

3.6 Nothing in this License Agreement gives you a right to use any of Corvalius's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

3.7 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.


4. Use of the SDK by You

4.1 Corvalius agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications, except for those that may be bound with another agreement.

4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States, Argentina or other relevant countries).

4.3 You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely.

4.4 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Corvalius or any other hosting service.

4.5 You agree that you are solely responsible for (and that Corvalius has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Corvalius or any third party may suffer) of any such breach.


5. Terminating this License Agreement

5.1 This License Agreement will continue to apply until terminated by either you or Corvalius as set out below.

5.2 If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK including any of its components.

5.3 Corvalius may at any time, terminate this License Agreement with you if: (A) you have breached any provision of this License Agreement; or (B) Corvalius is required to do so by law.

5.4 When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Corvalius have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 10.6 shall continue to apply to such rights, obligations and liabilities indefinitely.


6. DISCLAIMER OF WARRANTIES

6.1 YOU EXPRESSLY UNDERSTAND 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 FROM CORVALIUS.

6.2 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.

6.3 CORVALIUS FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


7. LIMITATION OF LIABILITY

7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT CORVALIUS AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT CORVALIUS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.


8. Indemnification

8.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Corvalius, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement.


9. Changes to the License Agreement

9.1 Corvalius may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, Corvalius will make a new version of the License Agreement available on the website where the SDK is made available originally.


10. General Legal Terms

10.1 This License Agreement constitute the whole legal agreement between you and Corvalius and govern your non-commercial use of the SDK (excluding any services which Corvalius may provide to you under a separate written agreement), and completely replace any prior agreements between you and Corvalius in relation to the SDK.

10.2 You agree that if Corvalius does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Corvalius has the benefit of under any applicable law), this will not be taken to be a formal waiver of Corvalius's rights and that those rights or remedies will still be available to Corvalius.

10.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.

10.4 You acknowledge and agree that each member of the group of companies of which Corvalius is the parent shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement.

10.5 The rights granted in this License Agreement may not be assigned or transferred by either you or Corvalius without the prior written approval of the other party. Neither you nor Corvalius shall be permitted to delegate their responsibilities or obligations under this License Agreement without the prior written approval of the other party.

10.6 This License Agreement, and your relationship with Corvalius under this License Agreement, shall be governed by the laws of Argentina without regard to its conflict of laws provisions. You and Corvalius agree to submit to the exclusive jurisdiction of the courts located within the city of Buenos Aires to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that Corvalius shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.