Luminati SDK License

Last Updated October 28, 2018

This License Agreement (the "Agreement") is an agreement between Luminati Networks Ltd., ("Luminati") and the entity you represent ("Partner"). Whereas Luminati has developed, owns and offers its users the Luminati service (luminati.io). Partner has developed, owns and offers its users applications ("Partner Solution"), and the parties wish to cooperate as set forth herein.

This Agreement takes effect when Partner signs an agreement with Luminati (the "Effective Date").

1. Integration and grant of license

1.1 Following execution of this Agreement, Luminati shall provide to Partner a proprietary Luminati SDK (the "SDK"), which Partner shall integrate into the Partner Solution so as to enable Luminati to treat certain devices of users of the Partner Solution ("Users") as nodes in the Luminati network used to operate the Luminati service.
Luminati ensures a User's device is used by the network under strict rules which limits the bandwidth consumption. These rules consist of device battery level, maximum daily and weekly bandwidth usage cap per device, connection type(Wifi/Cellular) and others.
1.2 As part of the SDK integration, Partner allows its Users to elect to receive the Partner Solution free of charge or of ads in return for becoming nodes in the Luminati network. Partner shall ensure that only Users who have expressly agreed to become nodes will actually be marked by Partner as such (such marked Users, "Qualified Users") and shall unmark a Qualified User as such immediately upon such Qualified User electing to terminate its participation in the Luminati network through the SDK. Partner shall not in any way make changes to the SDK or interfere with its operation or the Luminati network's operation. Partner is required to make the following changes:

• To Partner’s Terms of Service: “In return for some of the premium features of ‘[PUBLISHER’S APPS]’, you may choose to be a peer on the Luminati network. By doing so you agree to have read and accepted the Terms of Service of the Luminati SDK SLA: http://luminati.io/legal/sdk_sla.
  You may opt out of the network from settings.“
• On Android: Partner is required to add this statement to the Play Store description of Partner Solution: “Your use of [PUBLISHER'S APP] is free of charge in exchange for safely using some of your device's resources (WiFi and very limited cellular data), and only when you are not using your device. You may turn this off from the settings menu. Please see our TOS for further information. [Link to TOS].”
• On windows: Partner is required to add this statement to the FAQ of Partner Solution on his site: “Your use of [PUBLISHER'S SOFTWARE] is free of charge in exchange for safely sharing some of your device's idle resources for the benefit of others. You may turn this off from settings. Please see our TOS for further information. [Link to TOS].“

1.3 During the term of this Agreement, Luminati shall be entitled at its sole discretion to use the devices of Qualified Users as nodes in the Luminati network, in order inter alia to provide the Luminati VPN service to its commercial users. Luminati shall choose if and how many such devices to use (“Selected Devices”), regardless of a possible greater availability.

1.4 Partner may not integrate any other VPN/Proxy SDKs except for the Luminati SDK, within its Partner solutions during the term of this agreement and 1 year from agreement termination.

1.5 Nothing herein will grant either party any right, title or interest in the systems, or other intellectual property rights of the other party, except for the express usage right granted to Luminati herein and the SDK license to Partner. Each party shall keep in confidence any non-public information disclosed to it by the other party. Partner agrees that all data relating to the usage by Luminati of the devices of such Qualified Users (including actual traffic transferred to and from such Qualified Users as part of the Luminati network) are highly confidential information of Luminati and may not be used by Partner for any purpose whatsoever or disclosed to any third party. Luminati agrees that it shall not solicit any Qualified Users using any information received by this agreement, and that it shall not collect information about those users other than for the proper functioning of its system, and that it shall not sell any of the data that is necessary to collect.

2. Disclaimer of Warranties

Partner realizes the risks associated with hosting 3rd party SDKs, and has reviewed and accepted such risks. Luminati hereby disclaims any warranties relating to its services. Other than in the event of breach of Section 5 of this Agreement: (a) in no event will a party be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort or any other legal theory) in any way relating to this Agreement; and (b) each party's aggregate liability under this Agreement for any claim or damage or series of claims or damages is limited to the amount of fees actually received by Partner from Luminati under this Agreement during the 3-month period preceding the event giving rise to such liability (and in any case, for all events in the aggregate, not more than the aggregate amount of fees paid by Luminati to Partner under this Agreement).

3. Term and Termination

3.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.

3.2 Either party may terminate this Agreement immediately at any time and for any reason by providing the other party written notice (email to party in the signature below shall suffice). Provisions that by their nature survive termination shall remain in effect following termination. Termination in and of itself shall not entitle any party to compensation from the other party. Once the agreement is terminated, Luminati may not use any of the Qualified Users.

4. Miscellaneous

4.1 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein. This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties. This Agreement may not be amended, except by the written consent of both parties. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.

4.2 The SDK privacy policy is available here.

4.3 The SDK SLA is available here.

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