SDK ACADEMIC AGREEMENT This SDK ACADEMIC AGREEMENT (this "Agreement") contains the exclusive terms and conditions between 3Gear Systems, Inc., a Delaware corporation having its principal place of business at 164 South Park Street, San Francisco, CA 94107 ("3Gear"), and you (and the organization you represent) ("Recipient") and it governs your use of the academic version of the 3Gear software development kit provided by 3Gear and any related documentation ("SDK"). By accessing the SDK for academic research purposes described herein ("Research"), you are consenting to be bound by and are becoming a party to the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE SDK. 1. Research. 1.1 Subject to the terms of this Agreement, 3Gear grants to Recipient a personal, non-sublicensable, non-exclusive, non-transferable license to use the SDK in connection with Recipient’s software application(s) ("Recipient Application") solely for Recipient’s Research purposes during the term of this Agreement, and not as a standalone product. Recipient may not install or use the SDK for any other purpose without 3Gear’s prior written consent, including without limitation in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy). In addition, Recipient shall not use the SDK in connection with or to promote any Recipient Applications or other products, services, or materials that constitute, promote or are used for the purpose of dealing in: spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email; multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, body parts or bodily fluids; stolen products or items used for theft; fireworks, explosives, or hazardous materials; or weapons. Without limiting the foregoing, Recipient shall not use the SDK for any illegal purpose. Recipient networks, operating system and software of web server(s), routers, databases, and computer systems must be properly configured to Internet industry standards, as required to securely operate the Recipient Application. 3Gear may revise its policies and rules regarding the use of its SDK from time to time upon reasonable advance written notice, and Recipient agrees to comply with any revised policies and rules within a reasonable time after receipt thereof (but no later than 30 days). 1.2 3Gear shall at all times retain all title to and ownership of the SDK and all copies thereof. Recipient agrees to use the SDK only in the ordinary course of its Research, and Recipient will not modify, rent, sell, lease or transfer the SDK or any part thereof or use it for the benefit of a third party or otherwise outside the scope of the license granted above. From time to time as requested by 3Gear you agree to participate in the feedback programs administered by 3Gear. 3Gear will own all right, title, and interest in the feedback Recipient provides and Recipient hereby makes all assignments necessary to accomplish the same. Recipient will not rent, sell, lease or otherwise transfer or allow access to the SDK or any part thereof or use it for the benefit of a third party. Recipient shall not reverse assemble, reverse compile or reverse engineer the SDK, or otherwise attempt to discover any SDK source code. 1.3 Recipient may include the words "powered by 3Gear" in any applications that use the SDK in a manner to be mutually agreed upon by the parties and subject to 3Gear’s trademark usage guidelines. Except for the foregoing, this Agreement does not include any right for 3Gear to use any trademark, service mark, trade name or any other mark of 3Gear or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. 1.4 This Agreement does not entitle Recipient to any support for the SDK, unless Recipient makes separate arrangements with 3Gear and pays all fees associated with such support. Any such support provided by 3Gear shall be subject to the terms of this Agreement as modified by the associated support agreement. 2. Confidentiality. Recipient acknowledges that, in the course of using the SDK, it may obtain information relating to the SDK and/or 3Gear ("Proprietary Information"). Recipient shall (a) not use the Proprietary Information except for the Research, (b) not disclose such Proprietary Information to any party, other than its employees who have a "need to know" for the Research (provided that such employees are bound by written agreements respecting such Proprietary Information in accordance with the terms hereof) and (c) use at least reasonable measures to protect the confidentiality of such Proprietary Information. If Recipient is required by law to make any disclosure of such Proprietary Information, Recipient shall first give written notice of such requirement to 3Gear, and shall permit the 3Gear to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation to 3Gear in seeking to obtain such protection. Information will not be deemed Proprietary Information hereunder if such information is known or becomes known (independently of disclosure by 3Gear) to Recipient prior to receipt from 3Gear from a source other than one having an obligation of confidentiality to 3Gear, or becomes publicly known (other than through a breach hereof by Recipient). Upon expiration or termination of this Agreement or the earlier request of 3Gear, Recipient shall, at 3Gear’s option, return or destroy all Proprietary Information in Recipient’s possession or control. Recipient acknowledges and agrees that due to the unique nature of 3Gear’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, and therefore, that upon any such breach or threat thereof, 3Gear shall be entitled to seek an injunction and other appropriate equitable relief without posting a bond in addition to whatever remedies it may have at law. 3. Fees. To the extent the SDK or any portion thereof is made available for any fee, you will be required to provide 3Gear information regarding your credit card or other payment instrument. You represent and warrant to 3Gear that such information is true and that you are authorized to use the payment instrument. You agree to pay 3Gear the amount that is specified in accordance with any additional payment terms and this Agreement. 3Gear reserves the right to alter its prices at any time without prior notice. 4. Term; Termination. This Agreement will commence on the date Recipient downloads the SDK and continue for one year, provided that either party may terminate this Agreement at any time for any reason upon five (5) business days prior written notice. Upon termination of this Agreement, the license granted in Section 1.1 shall terminate. All other rights and obligations of the parties that have accrued as of such termination, and Sections 1.2, 2 through10, shall survive termination. RECIPIENT ACKNOWLEDGES THAT THE SDK AND OTHER SOFTWARE PROVIDED HEREUNDER MAY INCLUDE FEATURES TO PREVENT USE ON OR AFTER THE TERMINATION DATE AND/OR USE INCONSISTENT WITH THIS AGREEMENT. 5. DISCLAIMER. The parties acknowledge that the SDK is provided "AS IS". 3GEAR DISCLAIMS ALL WARRANTIES RELATING TO THE SDK, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Indemnity. Recipient agrees that 3Gear shall have no liability whatsoever for any use Recipient makes of the SDK. Recipient shall indemnify and hold harmless 3Gear from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from the Recipient Applications or otherwise from Recipient’s use of the SDK. 7. Export Controls. Recipient shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the SDK in violation of any such restrictions, laws or regulations. By accessing or using the SDK, Recipient agrees to the foregoing and represents and warrants that Recipient is not located in, under the control of, or a national or resident of any restricted country. 8. Government Use. If Recipient is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the SDK are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The SDK is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the SDK by the Government shall be governed solely by the terms of this Agreement. 9. LIMITATION OF LIABILITY. 3GEAR WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. 3GEAR WILL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. 10. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Recipient, and any such attempted assignment or transfer shall be void. This Agreement embodies the entire agreement and understanding of, and supersedes all prior agreements and understandings between, the parties in respect of the subject matter hereof. If any or any part of any provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Neither party shall be deemed to be an employee, agent or other legal representative of the other party for any purpose whatsoever, or have the right or authority to assume or otherwise create any obligation or responsibility, express or implied on behalf of the other party or to bind the other party in any manner whatsoever.