SDK License Agreement

2.1 License Grant

Subject to your compliance with this Agreement, Zephr grants you a limited, non-exclusive, non-transferable, revocable license to:

• Use the SDK solely to develop and test Applications for Compatible Devices;
• Distribute the SDK solely as incorporated within your Applications;
• Access and use the Positioning Services in accordance with applicable documentation and usage limits.

2.2 License Restrictions

You shall not:

• Modify, adapt, alter, translate, or create derivative works of the SDK;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the SDK;
• Remove, alter, or obscure any proprietary notices on the SDK;
• Use the SDK to develop competing positioning systems or technologies;
• Sublicense, rent, lease, or lend the SDK to any third party;
• Use the SDK for any unlawful purpose or in violation of any applicable regulations.

2.3 Ownership

The SDK and all intellectual property rights therein, including patents, copyrights, trade secrets, and trademarks, remain the exclusive property of Zephr and its licensors. This Agreement does not convey any ownership rights to you.

3.1 Beta Period

During the designated open beta period, use of the SDK and Positioning Services is provided without charge.

3.2 Commercial Terms

Following the beta period, Zephr reserves the right to implement fees for SDK usage, which may include:

• Usage-based pricing models;
• Tiered subscription plans;
• Per-device or per-user licensing;
• Premium features or services.

3.3 Notice of Changes

Zephr will provide reasonable advance notice of any pricing changes or new fee structures. Continued use of the SDK after such notice constitutes acceptance of the new terms.

4.1 Compliance

You represent and warrant that:

• You have the legal capacity to enter into this Agreement;
• Your use of the SDK will comply with all applicable laws and regulations;
• Your Application will not infringe upon any third-party intellectual property rights;
• You will not use the SDK to transmit malicious code or engage in harmful activities.

4.2 Security

You are responsible for:

• Maintaining the security of any API keys or credentials provided by Zephr;
• Implementing appropriate security measures in your Applications;
• Promptly reporting any security vulnerabilities discovered in the SDK.

4.3 Export Compliance

The SDK is subject to U.S. export control laws. You agree to comply with all applicable export and re-export restrictions and regulations.

5.1 Data Collection

The SDK may collect certain technical and usage data to improve performance and functionality. Such data will be handled in accordance with Zephr's Privacy Policy, available at https://www.zephr.xyz/privacy.

5.2 Developer Data Practices

You are solely responsible for your collection, use, and protection of user data through your Applications, including compliance with applicable privacy laws and regulations.

5.3 Anonymized Data

Zephr may use aggregated and anonymized data derived from SDK usage for research, development, and improvement of its services.

6.1 Support

Zephr may, at its discretion, provide technical support, documentation, and updates for the SDK. Such support is provided "as is" without any warranties or service level commitments.

6.2 Updates

Zephr may release updates, patches, or new versions of the SDK. You acknowledge that future versions may not be compatible with Applications developed using previous versions.

6.3 Discontinuation

Zephr reserves the right to discontinue the SDK or any portion thereof at any time, with or without notice.

7.2 NO GUARANTEE OF AVAILABILITY

ZEPHR DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE OPERATION OF THE SDK OR POSITIONING SERVICES.

7.3 THIRD-PARTY SERVICES

ZEPHR IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, CONTENT, OR APPLICATIONS ACCESSED THROUGH THE SDK.

8.2 LIABILITY CAP

ZEPHR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO ZEPHR FOR THE SDK IN THE TWELVE MONTHS PRECEDING THE CLAIM.

8.3 ESSENTIAL PURPOSE

THESE LIMITATIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.1 Term

This Agreement is effective upon your acceptance and continues until terminated.

10.2 Termination by Developer

You may terminate this Agreement at any time by ceasing use of the SDK and destroying all copies in your possession.

10.3 Termination by Zephr

Zephr may terminate this Agreement immediately if:

• You breach any provision of this Agreement;
• Zephr is required to do so by law;
• Zephr discontinues the SDK or Positioning Services.

10.4 Effect of Termination

Upon termination:

• All licenses granted hereunder immediately terminate;
• You must cease all use of the SDK;
• Sections 2.3, 7, 8, 9, and 11 survive termination.

11.1 Governing Law

This Agreement is governed by the laws of the State of Colorado, USA, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the courts of Boulder County, Colorado, except that Zephr may seek injunctive relief in any jurisdiction.

11.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the SDK and supersedes all prior agreements and understandings.

11.3 Amendments

Zephr may modify this Agreement by posting an updated version. Your continued use of the SDK after such posting constitutes acceptance of the modified terms.

11.4 Assignment

You may not assign this Agreement without Zephr's prior written consent. Zephr may assign this Agreement without restriction.

11.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.6 No Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

11.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

11.8 Notices

All notices under this Agreement shall be in writing and deemed given when delivered to the address specified in the SDK documentation or account settings.

11.9 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control.

11.10 U.S. Government Rights

If you are a U.S. government entity, the SDK is provided as "commercial computer software" with only the rights granted to all other users under this Agreement.