Software Development Kit License Agreement

This Development Kit License Agreement (“Agreement”) constitutes a legal agreement between you (“You”) and Ribbit Corporation (“Ribbit”), for Your use of Ribbit Flex SDK and Ribbit Flash Toolkit (including the documentation, local computer files installed by the installer application, and any upgrades, enhancements, modifications, updates, revisions, and substitutions thereto, any permitted copies of the foregoing, and any and all data, materials, content, and documentation related thereto or accessible therefrom) (collectively, the “SDK”) which work in conjunction with Ribbit’s services (the “Ribbit Services”). The SDK, which is licensed to You subject to the terms and conditions of this Agreement, enables You as a third-party developer to build customized versions and integrations (“Applications”) of the SDK components for personal use in connection with Ribbit Services to the extent further specified herein.

ARTICLE 1

Acceptance.

1.1 Manifestation of Acceptance. Please read this Agreement carefully -- it forms a legally binding contract between You and Ribbit with respect to Your Use of the SDK. By clicking on the ACCEPT button or similar or buttons or links designated by Ribbit and/or by downloading, installing, using or continuing to use the SDK, You signify Your acceptance of this Agreement. You hereby agree to the use of electronic communication in order to enter into contracts, place orders, and create other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through or in connection with the SDK. Furthermore, to the extent permitted by law, You waive any rights or requirements under any applicable law which require an original (non-electronic) signature or delivery or retention of non-electronic records. If You do not agree to the terms and conditions of this Agreement, do not click any buttons or links indicating acceptance of this Agreement and do not download, install, use, or continue to use the SDK.

1.2 Entire Terms; Changes and Updates. Please note that this Agreement incorporates by reference the Ribbit Terms of Service and End User License Agreement (“ToS”) and the API Terms of Use, and that this Agreement, the ToS, and the API Terms of Use may be updated without notice to You. The most current version of this Agreement, the ToS, and the API Terms of Use can be reviewed at any time at http://developer.ribbit.com/legal/.

1.3 Limitations on International Acceptance and Use. You may not use the SDK, and may not accept this Agreement, if You are a person barred from receiving the SDK under the laws of the United States or other countries, including the country in which you are a resident or in which You intend to use the SDK.

1.4 Acceptance on Behalf of Employer or Other Third Party. If You are accepting this Agreement on behalf of Your employer or another entity, You represent and warrant that You have full legal authority to bind Your employer or such other entity to this Agreement. If you do not have such authority, You may not accept this Agreement and must not use the SDK on behalf of Your employer or other entity.

1.5 Requirement to Establish Ribbit Developer Account. In order to enroll in the Ribbit Developer Platform and make use of the SDK, in addition to accepting this Agreement, You must also have a Ribbit developer account, which can be obtained at http://developer.ribbit.com.

1.6 No Emergency Services.

1.6.1 BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT THE RIBBIT SERVICES AND THE SDK DO NOT, AND DO NOT INTEND TO, SUPPORT, PROVIDE, OR CARRY EMERGENCY SERVICES. For purposes of this Agreement, “Emergency Services” means services that connect a user to emergency services personnel or public safety answering points pursuant to a local and/or national regulatory requirements, including 911 or E911. Ribbit Services are not traditional telephone services or replacements for Your primary telephone service, and You acknowledge and agree that Ribbit is not required to offer Emergency Services pursuant to applicable law. Users of Ribbit Services and the SDK (including but not limited to You) need to purchase separately, from a service provider other than Ribbit, fixed or wireless telephone services in order to access Emergency Services. In the event that another person uses any Ribbit account maintained by You, You acknowledge and agree that it is Your responsibility to inform that person that it is not possible to contact Emergency Services using the Ribbit Services.

1.6.2 RIBBIT, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RIBBIT ENTITIES”) AND THE RIBBIT LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE USE OF THE RIBBIT SERVICES, THE SDK, OR ANY OTHER SERVICE PROVIDED HEREUNDER TO CONTACT EMERGENCY SERVICES OR EMERGENCY SERVICES PERSONNEL. You shall defend, indemnify, and hold harmless the Ribbit Entities, the Ribbit Licensors, and any other service provider who furnishes any services to You in connection with the SDK and the Ribbit Services, from any and all claims, losses, damages, costs and expenses (including, without limitation, attorney’s fees) by, or on behalf of, You relating to the absence, failure or outage of the SDK or the Ribbit Services or any other service provided hereunder, including specifically any claims arising out of the failure of Ribbit or the SDK or the Ribbit Services to offer Emergency Services.

ARTICLE 2

License and Restrictions.

2.1 Ownership. Ribbit and its licensors and content and technology providers (collectively, “Ribbit Licensors”) own all legal right, title, and interest in and to the SDK and their applicable contributions thereto, including any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary and intellectual property rights that subsist therein. All rights not expressly granted to You herein are reserved by Ribbit and the Ribbit Licensors. This Agreement grants you no right, title, or interest in the SDK or any other intellectual property of Ribbit or the Ribbit Licensors except to the extent expressly stated in the limited license grant that follows. You will not take any action to jeopardize, limit, or interfere with the property or proprietary rights of Ribbit or the Ribbit Licensors, and You agree to take all necessary measures to ensure the security of the SDK and other materials provided to You by Ribbit hereunder. You agree that Ribbit Licensors may enforce their rights under this Agreement against You directly in their own name.

2.2 License. The SDK is licensed to You during the term of this Agreement on a limited, revocable, worldwide (except as limited in this Agreement), personal, non-commercial (except as set forth below), non-exclusive, non-sublicensable basis on the terms and conditions set forth herein for the sole and exclusive purposes of developing Applications to work in conjunction with Ribbit Services. You are responsible for use of the SDK and shall abide in all respects by this Agreement, the ToS, and all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the SDK.

2.3 Restrictions.

2.3.1 You may install and use the SDK as provided by Ribbit (in its sole discretion and subject to Ribbit public service availability) only in object code form and only on a personal computer owned or controlled by You. You may use the SDK and any Application developed hereunder for your personal use and benefit. If You wish to make use of an Application for commercial purposes, You will need to enter into a separate commercial agreement with Ribbit in connection with such use. In order for consumers, customers, or other parties to make use of Your Applications, those parties, either directly or acting through You as their agent, may need to establish a personal Ribbit account, purchase Ribbit Services, and accept Ribbit’s ToS. Ribbit maintains sole discretion over establishment of Ribbit accounts and pricing and availability of any and all Ribbit Services. Nothing in this Agreement gives you a right to use any of Ribbit’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, which use shall be governed by the API Terms of Use and any separate agreements entered into between Ribbit and You. If You are interested in making commercial use of an Application and in reselling Ribbit Services or purchasing a block of services or accounts, You should contact our partner team.

2.3.2 You may not copy (except for backup purposes), modify, adapt, distribute, redistribute, decompile, reverse engineer, disassemble, rent, lease, loan, or create derivative works (as defined by the U.S. Copyright Act) of or from, the SDK or any part of the SDK. You may not combine the SDK in whole or in part with other software. You may not incorporate the SDK into any computer chip or the firmware of any computing device.

2.3.3 THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND RESTRICTIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE. You agree that none of the SDK, the Ribbit Services, or any other materials or software provided by Ribbit is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical/biological weapons, or missile projects unless authorized by the U.S. Government. You certify that You are not on the U.S. Department of Commerce's Denied Persons List or affiliated lists or on the U.S. Department of Treasury's Specially Designated Nationals List. These lists are maintained by agencies of the U.S. Government and are subject to change without notice, and You must comply with the lists as they exist in fact. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

2.4 Proprietary Notices. You agree that You will not remove, obscure, or otherwise alter any proprietary rights notices (including but not limited to copyright and trademark notices) that may be affixed to or contained within the SDK.

2.5 Non-Exclusivity. Nothing in this Agreement shall be deemed to preclude Ribbit from developing, marketing or distributing applications similar to Your Application or from entering into agreements with or otherwise engaging other developers who may develop, market or distribute applications similar to Your Application(s).

ARTICLE 3

use of the sdk by you

3.1 Use of SDK; Ownership of Developed Applications. Subject to the terms and conditions of this Agreement, You may use the SDK to develop Applications of the SDK. Subject to the rights of Ribbit and the Ribbit Licensors in the SDK and components therein and except as follows, Ribbit agrees that it obtains no right, title, or interest from You (or Your licensors) under this Agreement in or to any Applications that you develop using the SDK.

3.2 License to Applications. You hereby agree to provide to Ribbit a perpetual, irrevocable, royalty-free, non-exclusive, worldwide license to market, distribute, sublicense, promote, and otherwise feature Your Application(s) and other intellectual property that You create using the SDK.

3.3 Feedback. You may from time to time voluntarily elect to provide suggestions, comments and other feedback (“Feedback”) to Ribbit with respect to the SDK. Ribbit may, in connection with any of its products, services, specifications or technologies, freely use, copy, disclose, license, distribute and exploit any Feedback in any manner free of charge without any obligation or restriction based on intellectual property rights or otherwise. Ribbit shall retain ownership of any Feedback. You shall not provide any Feedback subject to any terms that would impose any obligation on Ribbit or any of the Ribbit Licensors or other customers or partners.

3.4 No Liability for Applications. You hereby release, covenant not to hold the Ribbit Entities or the Ribbit Licensors liable for, and agree to indemnify the Ribbit Entities and Ribbit Licensors against any damages, liabilities, causes of action, judgments, or claims (a) pertaining to any Application or other intellectual property you develop that is based on, uses, or relates to the SDK; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the SDK.

3.5 Prohibited Uses. You may not use the SDK, any Ribbit Service or the Application in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the ToS, the API Terms of Use or this Agreement, including but not limited to:

3.5.1 defaming, abusing, harassing, stalking, threatening, or otherwise violating the legal rights (such as rights of privacy and publicity) of, or seeking to cause embarrassment or distress to, others;

3.5.2 uploading, posting, emailing, transmitting, or otherwise making available any inappropriate, defamatory, infringing, obscene, indecent, offensive, or unlawful content; or content that is harmful to minors or otherwise objectionable;

3.5.3 restricting or inhibiting any other user from using and enjoying Ribbit Services;

3.5.4 intercepting or monitoring any communication or file which is not intended for You;

3.5.5 using any material or content that is subject to any third party proprietary rights, unless You have the proper license or permission from the owner of such rights;

3.5.6 using open source software in any way that would cause the non open source software portions of the Applications, Ribbit SDK, Ribbit APIs, Ribbit Website or Ribbit Services to be subject to any open source software licensing terms or obligations;

3.5.7 using, executing, creating, performing, storing or implementing any type of spider, virus, worm, Trojan horse, time bomb, or other codes or instructions that are designed to distort, delete, damage, or disassemble the SDK, the Ribbit Services, or any other property or service of Ribbit or any third party; or

3.5.8 interfering with or disrupting the performance or operation of: (a) any software of Ribbit, any of the Ribbit Licensors, or any third parties; (b) any Ribbit Services or services offered by the Ribbit Licensors or any third parties; or (c) any servers or networks owned or operated by Ribbit, the Ribbit Licensors, or any third parties.

3.6 Limited Operating Environment. You may not use the SDK or any Ribbit Service in connection with the operation of nuclear facilities, life support, or other mission-critical applications where human life or property may be at stake. You understand that the SDK and Ribbit Services are not designed for such purposes and that their failure in such cases could lead to death, personal injury, or severe property or environmental damages for which the Ribbit Entities and the Ribbit Licensors are not responsible.

3.7 Third Party Data. You agree that You are solely responsible for (and that Ribbit and the Ribbit Licensors have no responsibility to You or to any third party for) any data, content, or resources that You create, transmit, or display through any Ribbit Service, the SDK, or any Application that You may develop using the SDK, and for the consequences of Your actions (including but not limited to any loss or damages that Ribbit may suffer) in connection with You doing so.

3.8 Third Party Terms. You agree that You are solely responsible for (and that Ribbit and the Ribbit Licensors have no responsibility to You or to any third party for) any breach of the ToS, the API Terms of Use, this Agreement, or any third party contract by You or any third party using or accessing any Ribbit Service through You, and for the consequences of any such breach (including but not limited to any loss or damages that Ribbit or any third party may suffer).

3.9 Third Party Applications and Ownership Rights. If You use the SDK to develop an Application that runs or works in conjunction with applications developed by a third party or that accesses data, content, or resources provided by a third party, You understand and agree that Ribbit is not responsible for those applications, data, content, or resources, and that all such applications, data, content, or resources are the sole responsibility of the third party from which they originated. The Ribbit Entities and the Ribbit Licensors shall not be liable for any loss or damage that You or any third party may suffer as a result of the use of or access to any such third party applications, data, content, or resources. You should also be aware that such applications, data, content, or resources may be subject to the intellectual property or other proprietary rights of the third party supplier, and that You are solely responsible for ensuring that You have all proper rights, licenses, consents, and agreements to make use of or access such applications, data, content, or resources.

3.10 Privacy of Third Parties. You agree that if you use the SDK to develop any Application intended for use by third parties, you will protect the privacy and legal rights of those persons. You may not collect any person’s personal information or data in a misleading, unauthorized or unfair way. To the extent any person provides you with personal information, including names, addresses, user names, passwords, other log-in information, financial information (including credit or debit card numbers), or any other personal information, You must make such person aware of Your collection and use of such information and provide legally adequate privacy notices and protection for such information. If Your Application stores personal or sensitive data provided by any person, it must do so securely. If any person provides Your or your Application with information regarding his Ribbit account, including Ribbit user names, passwords, or similar information, Your Application may use that data to access the person’s Ribbit account only for the limited purposes and duration for which the person has expressly provided written permission for You to do so. If Ribbit users require a password to use your Application, You will either (i) automatically generate a unique password and communicate it to the user or (ii) actively encourage the member to use a password different from the Ribbit password. You shall comply with all applicable data protection, privacy and similar laws and regulations.

3.11 Necessary Operating Environment.

3.11.1 To use the SDK, You must obtain a license to the Macromedia® Flash or Flex software, as applicable, and pay any license fees required by the licensor(s) thereof for such access. Your use of such software is subject to all applicable terms, conditions, limitations, warranties, and disclaimers provided by its licensor(s). Ribbit and the Ribbit Licensors shall not be responsible in any way for Your use of such software.

3.11.2 Certain features of the Ribbit Services require You or your customers to subscribe to third party services such as Google Talk, Skype, or MSN (“Third Party Services”). You acknowledge that Ribbit has no relationship with Third Party Services and that although the Ribbit Services may provide connectivity to Third Party Providers and Internet telephone services, neither Ribbit nor Ribbit Services are endorsed or certified by providers of Third Party Services. Ribbit Services may also make available materials, information, and services provided by third parties. These Third Party Services are provided by separate companies under license agreements that accompany those services. Ribbit offers no guarantees and assumes no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Ribbit Services. You agree that You will neither hold nor seek to hold Ribbit responsible or liable with respect to the Third Party Services.

ARTICLE 4

TERMINATION

4.1 Termination by Ribbit. Ribbit may terminate this Agreement with immediate effect at any time, with or without cause, by providing notice to You. Such notice may include posting of a written notice of termination on Ribbit’s website.

4.2 Termination by You. You may terminate this Agreement with immediate effect at any time, by providing written notice to Ribbit.

4.3 Effect of Termination.

4.3.1 Upon termination of this Agreement, You agree to immediately cease use of the SDK and all related materials made available to You by Ribbit, and to destroy the SDK and all such materials. Ribbit shall further be entitled to discontinue any subsequent access to or use of the SDK and such materials by You. All unpaid balances will become due and payable immediately upon termination. Upon or after termination, Ribbit shall have the right to bill You for any unbilled services and such bills are due and payable upon receipt.

4.3.2 All obligations and liabilities that You have been subject to (or which have accrued while this Agreement was in effect) or which are expressed to continue indefinitely shall be unaffected by such termination. For purposes of clarification, and without limitation, the following provisions shall survive any termination of this Agreement: 1.6, 2.1, 3.4, 3.7, 3.8, 3.9, 3.10, 6, 7, 8, 9 and 10.

ARTICLE 5

SUPPORT, UPGRADES, and PRODUCT MODIFICATIONS

5.1 Support. Ribbit may elect in its sole discretion to provide customer support and/or software upgrades, updates, enhancements, and/or modifications (collectively, “Ribbit Support”). Any software upgrades, updates, enhancements, and/or modifications made available as part of Ribbit Support shall in all respects be considered part of the SDK and subject to all license terms and restrictions hereunder. Ribbit may also choose at any time, in its sole discretion, to suspend or terminate Ribbit Support at any time without notice to You.

5.2 SDK Changes. You agree that the form and nature of the SDK may change at any time without prior notice to you, and that future versions of the SDK and Ribbit Services may be incompatible with any Applications developed by You. You further agree that Ribbit may suspend or discontinue providing the SDK or any features or components within the SDK to You or users generally, or may otherwise limit access to parts or all of the SDK, at any time without prior notice to You and within Ribbit’s sole discretion.

ARTICLE 6

fees and payments

6.1 Fees. Ribbit reserves the right, in its sole discretion, to charge, and You agree to pay, fees for future use of or access to the SDK, Ribbit Support, and/or the Ribbit Services and data, materials, documents, and websites related thereto or accessed through the foregoing (collectively, the “Ribbit Software and Services”). Any charges shall be exclusive of, and You shall be responsible for, applicable taxes, withholdings, duties, expenses and levies (except taxes based on the net income of Ribbit).

6.2 Billing and Payment.

6.2.1 All payment obligations are non-cancelable and all amounts paid are non-refundable. You acknowledge and agree that the billing and contact information provided to Ribbit is complete and accurate and that You will maintain the continuing accuracy of that information. If You believe Your bill is incorrect, You must contact Ribbit in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Items not disputed within thirty (30) days after the applicable invoice date shall be deemed to be correct.

6.2.2 You agree that any and all payments by You will be made to Ribbit via credit or debit card, issued by a U.S. bank or other bank as may be acceptable to Ribbit in its sole discretion. Ribbit may change the types of cards accepted at any time at its sole discretion. Ribbit may, at its sole discretion, elect to send You monthly invoices, which invoices shall be payable in full within 30 days of receipt. You are solely responsible for the use of the account from which payment is made. If You provide an account number that Ribbit accepts for payment of Your monthly bills, You are authorizing Ribbit to charge all amounts You owe, then or later, to that account and to demand immediate payment from the card issuer. You also agree to pay, under the terms of Your agreement with Your card issuer, the amounts charged to Your account. Each time You use Ribbit Services, You reaffirm that Ribbit is authorized to charge Your card. You agree to authorize Ribbit to charge purchases made online to the account supplied by You to Ribbit when You licensed the SDK, or the account that Ribbit has on file for You when You make a purchase. You agree to pay all costs and expenses, including without limitation, attorney's fees incurred by Ribbit to collect any monies due under this Agreement. It is Your responsibility to notify Ribbit promptly if the card information You have provided is no longer accurate. You understand that Ribbit may not be able to distinguish between credit and debit cards. You agree to waive Your rights under Regulation E to receive 10 days advance notice from Ribbit regarding the amount that Ribbit will debit from Your account. While Ribbit may send You messages about Your billing, Ribbit is not obligated to do so and may change or cease its messages at any time without notice to You.

ARTICLE 7

disclaimer of warranties

7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE RIBBIT SOFTWARE AND SERVICES IS AT YOUR SOLE RISK, AND THAT THE RIBBIT SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. THE RIBBIT ENTITIES AND THE RIBBIT LICENSORS DO NOT GUARANTEE, WARRANT, OR MAKE ANY REPRESENTATIONS THAT THE OPERATION OF THE RIBBIT SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN ANY OF THE FOREGOING WILL BE CORRECTED.

7.2 YOUR USE OF THE RIBBIT SOFTWARE AND SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL MATERIALS, SERVICES, OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE THEREOF, IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE AND FOR ANY AND ALL LOSS OF DATA THAT RESULTS FROM SUCH USE.

7.3 RIBBIT, ON ITS OWN BEHALF AND ON BEHALF OF THE RIBBIT LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE ACCURACY, CORRECTNESS, RELIABILITY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE RIBBIT SOFTWARE AND SERVICES AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.4 RIBBIT, ON ITS OWN BEHALF AND ON BEHALF OF THE RIBBIT ENTITIES AND THE RIBBIT LICENSORS, DO NOT REPRESENT THAT THE RIBBIT SOFTWARE AND SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.

7.5 IF THE RIBBIT SOFTWARE AND SERVICES PROVE DEFECTIVE IN WHOLE OR IN PART, YOU (AND NOT THE RIBBIT ENTITIES OR THE RIBBIT LICENSORS) AGREE TO ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE RIBBIT ENTITIES OR RIBBIT LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES.

7.6 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY RIBBIT REPRESENTATIVE SHALL BE DEEMED TO CREATE OR INCREASE THE SCOPE OF ANY WARRANTY.

7.7 THE PARTIES HERETO INTEND THE FOREGOING LIMITATIONS AND DISCLAIMERS TO APPLY AND GOVERN TO THE MAXIMIUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY.

ARTICLE 8

LIMITATIONS OF LIABILITY

8.1 IN NO EVENT SHALL THE RIBBIT ENTITIES’ AND RIBBIT LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF $100 OR AMOUNTS PAID BY YOU UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY AND REGARDLESS OF WHETHER ANY SUCH RIBBIT ENTITY OR RIBBIT LICENSOR HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH CLAIMS AND/OR LIABILITIES ARISING.

8.2 THE RIBBIT ENTITIES AND RIBBIT LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL OR EQUITABLE THEORY AND REGARDLESS OF WHETHER ANY SUCH RIBBIT ENTITY OR RIBBIT LICENSOR HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH CLAIMS AND/OR LIABILITIES ARISING. DAMAGES EXCLUDED BY THIS PARAGRAPH INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION.

8.3 INFORMATION PROVIDED THROUGH THE RIBBIT SOFTWARE AND SERVICES MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE RIBBIT ENTITIES AND RIBBIT LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. RIBBIT MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE RIBBIT SOFTWARE SERVICES OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE RIBBIT SOFTWARE AND SERVICES AT ANY TIME WITHOUT PRIOR NOTICE AND WITHOUT LIABILITY.

ARTICLE 9

indemnification

You agree to defend, indemnify and hold harmless the Ribbit Entities and the Ribbit Licensors 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 or in connection with (a) your use of the SDK or any other Ribbit Software and Services, (b) any Application you develop, and (c) any breach, violation or infringement by You of this Agreement, the API Terms of Use, the ToS, any other agreement between You and Ribbit, any third-party agreement, any representation or warranty given by you to Ribbit or any other person or entity, the rights of any other person or entity, or any applicable law or regulation.

ARTICLE 10

MISCELLANEOUS

10.1 Government End Users. If the Ribbit Software and Services are supplied to or purchased by or on behalf of the United States Government, then the Ribbit Software and Services are deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement apply.

10.2 Confidential Information. Each party agrees that all code, inventions, know-how, business, technical, financial and other proprietary information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Ribbit Services, technical information and other code or data of any type provided by Ribbit (or its agents) shall be deemed trade secret and Confidential Information of Ribbit without any marking or further designation. The terms and conditions of this Agreement are Confidential Information of Ribbit. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information except to affiliates or advisors who are under an obligation of confidentiality equivalent to this Section 9 and have a need to know such Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

10.3 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. You hereby agree that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the state or federal courts in and for Santa Clara County, California. To the extent permitted by applicable law, the parties hereto consent to the exclusive jurisdiction and venue of the foregoing courts and consent that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the state of California by registered mail, return receipt requested, directed to such party at its address set forth in this Agreement or in Ribbit’s records (and service so made shall be deemed complete five (5) days after the same has been posted as aforesaid) or by personal service or in such other manner as may be permissible under the rules of said courts. Notwithstanding the foregoing or anything herein to the contrary, You agree that Ribbit shall be entitled to apply for injunctive or equitable remedies in any jurisdiction as it deems necessary.

10.4 Waiver of Jury Trial. EACH OF YOU AND RIBBIT HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO.

10.5 Limitation on Actions. You may not institute any action or legal proceedings in any form arising out of this Agreement or Your use of the Website or the Ribbit Services more than twelve (12) months after the cause of action has arisen.

10.6 Waiver and Severability. Failure by Ribbit to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision, and those rights or remedies shall remain available to Ribbit. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same effect of the original provision and the remainder of this Agreement will remain in full force and effect.

10.7 General Provisions. This Agreement (including the documents, such as the API Terms of Use ToS, incorporated by reference herein) embodies the entire understanding and agreement between You and Ribbit respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between You and Ribbit respecting the Ribbit Software and Services. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of You or Ribbit upon breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on either party, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.

10.8 Press Releases and Other Publicity. You may not issue any press release or make any other public statement regarding this Agreement, its terms and conditions, or the relationship of the parties without Ribbit’s express prior written approval, which may be withheld in Ribbit’s sole discretion.

10.9 Assignment. You are not allowed to assign or otherwise transfer this Agreement or any rights hereunder. Ribbit is allowed at its sole discretion to assign or transfer this Agreement or any rights hereunder to any third party, without giving prior notice.

10.10 Notice. Ribbit may give notice by means of a general notice on its Website, electronic mail to Your e-mail address on record in Your account information, by short messaging service (“SMS”) or by written communication sent by first class mail or pre-paid post to Your address on record in Your account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or SMS). You specifically agree to the use of the following notice mechanisms, including the use of e-mail and SMS. You may give notice to Ribbit (such notice shall be deemed given when received by Ribbit) at any time by any of the following: letter sent by confirmed facsimile to Ribbit at (650) 967-3528; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Ribbit at the following address: 800 W. El Camino Real Suite. 300, Mountain View, CA 94040 addressed to the attention of: Chris Im; or e-mail at chris.im@ribbit.com and a copy to victoria.vasilakos@bt.com.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

BY CLICKING ON THE ACCEPT BUTTON AND/OR DOWNLOADING, INSTALLING, USING AND/OR CONTINUING TO USE THE SDK, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO RIBBIT THE RIGHTS SET FORTH HEREIN.

IF YOU DO NOT AGREE WITH EACH AND EVERY TERM HEREIN AND IN THE TOS, PLEASE DO NOT DOWNLOAD, INSTALL, OR USE THE SDK.