SDK Terms and Conditions

BY EXECUTING AN ORDER FORM THAT REFERENCES THESE SDK TERMS, YOU HEREBY AGREE TO BE BOUND BY THESE TERMS.

This SDK Addendum (this “Addendum”) is incorporated by reference into and part of the Master Subscription Agreement (the “Agreement”). The purpose of this Addendum is to permit Customer to use certain developer software, tools and documentation (including APIs, software development kits (SDKs), sandbox environments, sample code and templates) (the “Developer Tools”) in order to integrate the Zello product(s) to which Customer has access under the Agreement (the “Zello Product”) with Customer’s application or platform (the “Customer Application”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

1. Developer Tools License; Restrictions and Responsibilities.

• 1.1. License Grant. Subject to the terms and conditions of the Agreement (including this Addendum), Zello hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except as part of a permitted assignment of the Agreement) limited license to use the Developer Tools solely as necessary to develop, test, and support an integration between the Zello Product and the Customer Application and make the Zello Product available to Customer’s end-users through the Customer Application. Customer may permit its contractors to exercise the foregoing license rights on its behalf, provided that Customer will ensure they comply with the Agreement and this Addendum, and Customer will be responsible for their acts and omissions, as if such contractors were Customer hereunder. Zello reserves the right to modify or discontinue any Developer Tools in its sole discretion.

• 1.2. Proprietary Rights. As between the parties, Zello owns all right, title, and interest, including all intellectual property rights, in and to the Developer Tools, including any derivatives of or improvements, modifications, and enhancements to the Developer Tools, and Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Application. Zello reserves all rights with respect to the Developer Tools not expressly granted to Customer.

• 1.3. Certain Restrictions. In accessing and using the Developer Tools, Customer agrees not to (and not to authorize any third party to): (a) access the Developer Tools from any embargoed country or region; (b) modify or create any derivative works of the Developer Tools; (c) take any action that would subject the Developer Tools to any third party terms, including without limitation any open source software license terms; (d) use or exploit the Developer Tools or any related information or data in violation of any applicable law or outside the scope expressly permitted herein; (e) make any representations, warranties or guarantees concerning the Developer Tools; or (f) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on the Developer Tools. Without limitation, breach of this Section 1.3 will be deemed part of Customer’s indemnification obligations under the Agreement.

• 1.4. Support of Customer Applications. Customer is responsible for any assistance needed by Customer’s end-users to deploy the Customer Application and for providing end-users with training and consultations. Customer is responsible for technical support for its Customer Application. If any support calls related to Customer’s Customer Application come in to Zello support, Zello may redirect such calls to Customer, and Customer will respond to such calls consistent with Customer’s standard support policies.

• 1.5. Disclaimer Regarding Changes. FROM TIME TO TIME, ZELLO MAY CHANGE THE DEVELOPER TOOLS OR RELATED ZELLO SERVICES AND PRODUCTS, WHICH MAY RESULT IN AN INCOMPATIBILITY WITH CUSTOMER APPLICATIONS DEVELOPED USING PREVIOUS VERSIONS. ZELLO WILL HAVE NO LIABILITY RESULTING FROM THE ACTIONS DESCRIBED IN THIS PARAGRAPH.

• 1.6. OSS. Developer Tools may contain or be provided with components subject to the terms and conditions of open source software licenses (“Open Source Software”). To the extent applicable, Zello will identify Open Source Software included in the Developer Tools. Customer agrees that its use of Open Source Software is subject to the terms of such licenses and not the Agreement or this Addendum, and Customer will comply with all such terms.

2. Disclaimers; Limitation of Liability.

THE DISCLAIMERS AND LIMITATIONS OF LIABILITY OF THE AGREEMENT WILL APPLY TO THE DEVELOPER TOOLS AND PROVISION AND USE THEREOF, PROVIDED THAT BREACH OF SECTION 1.3 (INCLUDING CUSTOMER’S INDEMNIFICATION OBLIGATIONS REFERENCED THEREUNDER) AND, IF APPLICABLE, PAYMENT OBLIGATIONS HEREUNDER WILL NOT BE SUBJECT TO SUCH LIMITATIONS OF LIABILITY.

3. Term; Termination.

• 3.1. Term. This Addendum shall become effective as of the Addendum Effective Date and shall continue until expiration or termination of the Agreement. Customer’s payment obligations (if any), Sections 1.3, 3 and 4 and any other provisions in this Addendum that by their nature should survive such expiration or termination will survive any expiration or termination of this Addendum.

• 3.2. Effect of Termination. In addition, upon any expiration or termination of this Addendum, Customer will cease all use of the Developer Tools.

Zello Inc.
Attn: Legal
1717 W 6th Street, Suite 450
Austin, Texas 78703
United States of America