SDK AGREEMENT

VPN Unlimited® SDK License Agreement

VPN UNLIMITED SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE AGREEMENT BEFORE YOU ("YOU" OR “LICENSE”) USE THE VPN UNLIMITED SDK, PLEASE READ ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS VPN UNLIMITED SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. YOUR USE OF THE VPN UNLIMITED SDK IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY CLICKING THE "I AGREE" BUTTON OR BY USING ANY PART OF THE VPN UNLIMITED SDK, YOU AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY) TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH THEN COMMENCES WITH EFFECT AS A LEGAL AGREEMENT BETWEEN YOU AND KEEPSOLID INC. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD OR USE THE VPN UNLIMITED SDK. IMPORTANT NOTE: This license is primarily applicable to several proprietary components, which are not open sourced. If applicable, the Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.

1. Definitions.

T1.1 “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.

1.2 “Open Source Software” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.

1.3 “VPN Unlimited SDK” includes the documentation, software, both source code and object code, sample applications, tools, libraries, APIs, data, and materials provided by KeepSolid Inc. to You for use in connection with Your application development, and includes any updates that may be provided by KeepSolid Inc.

1.4 “Applications powered by VPN Unlimited SDK” means all applications that are developed by using the VPN Unlimited SDK with or without extensions.

1.5 "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.

2. License Grant.

2.1 Subject to the terms and conditions of this Agreement, KeepSolid Inc. hereby grants to You a royalty-free, non-exclusive, non-transferable and worldwide license to use for the sole purpose of the development of Applications powered by VPN Unlimited SDK.

3. Restrictions.

3.1 Except for the limited license granted to You herein, You agree that all right, title and interest in and to the VPN Unlimited SDK including the concepts and technology inherent in them, KeepSolid Inc. or VPN Unlimited trademarks, copyrights, patents, trade secrets and other intellectual property rights, are, and at all times shall remain, the sole and exclusive property of KeepSolid Inc. Except to the extent permitted under this Agreement or by applicable law, You shall not (i) modify, reverse engineer or disassemble any portion of the VPN Unlimited SDK; (ii) lease, rent, copy, redistribute or sublicense the VPN Unlimited SDK to third party; or (iii) remove, efface or obscure any copyright notices, logos or other proprietary notices or legends included in the VPN Unlimited SDK. You may not use any component part of the VPN Unlimited SDK in any way independent from the VPN Unlimited SDK.

3.2 KeepSolid Inc. may extend, enhance, or otherwise modify the VPN Unlimited SDK at any time without notice. If updates are made available by KeepSolid Inc., the terms of this Agreement will govern such updates, unless the update is accompanied by a separate license, in which case the terms of that license will govern. KeepSolid Inc. is not obligated to provide any maintenance, technical or other support for the VPN Unlimited SDK. You acknowledge that KeepSolid Inc. has no express or implied obligation to announce or make available any updates to the VPN Unlimited SDK.

4. Use of the VPN Unlimited SDK.

4.1 Your Applications must not (i) breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions; (ii) contain any material, component or code which could damage, destroy, unduly burden or unreasonably affect software, firmware, hardware, data, systems, services, or networks; or (iii) disable, hack or otherwise interfere with any authentication, content protection, digital signing, digital rights management, security or verification mechanisms implemented in or by the VPN Unlimited Certified platform.

4.2 Your Applications must not breach any applicable laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions or disable, unduly burden or unreasonably interfere with software, firmware, hardware, data, systems, services, or networks.

4.3 You agree that You are solely liable for any breach of your obligations under this Agreement or any applicable laws or regulations, and for the consequences of any such breach.

5. Open Source Software.

5.1 You hereby acknowledge that the VPN Unlimited SDK may contain Open Source Software. You agree to review any documentation that accompanies the VPN Unlimited SDK in order to determine which portions of the VPN Unlimited SDK are Open Source Software and are licensed under an Open Source Software license. To the extent any such license requires that KeepSolid Inc. provides Developer the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.

5.2 You acknowledge that the Open Source Software license is solely between You and the applicable Open Source Software. You shall comply with the terms of all applicable Open Source Software licenses, if any.

6. DISCLAIMER OF WARRANTY.

Dealer shall:

6.1 THE VPN UNLIMITED SDK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. KEEPSOLID INC. PARTNERS DO NOT WARRANT THAT THE USE OF THE VPN UNLIMITED SDK WILL NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. KEEPSOLID INC. PARTNERS WARRANT THAT THE VPN UNLIMITED SDK IS ERROR FREE. KEEPSOLID INC. PARTNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE VPN UNLIMITED SDK, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NO INFORMATION OR ADVICE GIVEN BY KEEPSOLID OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY.

6.2 TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KEEPSOLID INC. PARTNERS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR FOR ANY PECUNIARY DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR GRANT OF LICENSE HEREIN, OR INABILITY TO USE THE VPN UNLIMITED SDK, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE VPN UNLIMITED SDK, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THE KEEPSOLID INC. BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Indemnification.

7.1 You agree to indemnify, defend and hold harmless KeepSolid Inc., including their Affiliates, from any claims, damages, liabilities, losses, costs, suits or expenditures incurred by KeepSolid Inc., including their Affiliates as a result of any infringement or alleged infringement of intellectual property rights of a third party caused by Your development or exploitation of Applications.

8. Confidentiality.

8.1 You acknowledge and agree that the VPN Unlimited SDK was developed at considerable time and expense by KeepSolid Inc. and contains valuable trade secrets and confidential information of KeepSolid Inc.. Accordingly, You agree to maintain the VPN Unlimited SDK in confidence and except as expressly provided in Section 2, You (i) will not disclose or provide access thereto to any person, or (ii) use the VPN Unlimited SDK for any purpose not expressly authorized hereby, or permit or authorize any other person to do so.

8.2 The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of You. Any combination of trade secrets and information of KeepSolid Inc. that forms part of the VPN Unlimited SDK shall not be deemed to be public merely because individual parts of the VPN Unlimited SDK are in the public domain, unless the combination itself is in the public domain.

9. Term and Termination.

9.1 Term. The term of this Agreement shall commence as of your acceptance of the terms of this Agreement or your use of the VPN Unlimited SDK and continue until terminated by either You or KeepSolid Inc.

9.2 Termination. You may terminate this Agreement simply by ceasing Your use of the VPN Unlimited SDK. KeepSolid Inc. may terminate this Agreement (i) at any time for any or no reason upon 30 days prior written notice to you or (ii) immediately upon written notice to You if You have materially breached this Agreement.

9.3 Effect of Termination. Upon termination of this Agreement: (a) all license rights granted in this Agreement will terminate; (b) You shall promptly stop the distribution of the VPN Unlimited SDK and destroy all electronic copies of the VPN Unlimited SDK and/or return the VPN Unlimited SDK to KeepSolid Inc. The Sections entitled Restrictions, Use of the VPN Unlimited SDK, Open Source Software, Disclaimer of Warranty, Indemnification, Confidentiality, Term and Termination and General Legal Terms shall survive the expiration or termination of this Agreement for any reason.

10. General Legal Terms.

10.1 Export Compliance. You are responsible for applying for and obtaining all export and import licenses and/or authorizations related to the VPN Unlimited SDK or Applications, including without limitation all such licenses and authorizations required by any and all governmental bodies and/or regulatory agency.

10.2 Assignment. You may not assign the Agreement, in whole or in part, by operation of law or otherwise, without KeepSolid Inc.’s prior written consent, and any attempt to do so without such consent shall be void.

10.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to any conflict-of-laws rules. Any and all disputes in connection with or arising out of this Agreement shall be finally settled by arbitration. The arbitration shall be held in New York City, New York, USA in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) shall be final and binding.

10.4 Amendments and No Waiver. This Agreement may be modified without notice. The failure by KeepSolid Inc. or You to insist upon strict performance of any of the provisions contained in this Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other party in the performance or compliance with any of the terms and conditions set forth in this Agreement.

10.5 Entire Agreement. This Agreement contains the entire agreement of You and KeepSolid Inc. with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between the You and KeepSolid Inc. concerning this subject matter. If any of the provisions of the Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed replaced by a provision which carries out the original intent and purpose of such provision to the greatest extent lawful and the remaining provisions shall remain in full force and effect.