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—----------------------------------------------------------------------------------------------------------------------------

SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT

This Software Development Kit License Agreement ("Agreement") is between Artificial Intelligence Unit Of National Entrepreneurship Network ("NEN-AI") and the user ("Licensee") of the AI-Enhanced Crop Field Data Curation Software Development Kit ("SDK").
By downloading, installing, or using the SDK, Licensee agrees to be bound by the terms and conditions of this Agreement. If Licensee does not agree to these terms, Licensee must not download, install, or use the SDK.

1. DEFINITIONS
1.1 "Data" means information collected by the Apps and provided to NEN-AI, including but not limited to IP address, device and operating system information.
1.2 "End User" means a user of the 'Apps' i.e. Licensee.
1.3 "Intellectual Property Rights" means any intellectual property or proprietary rights, including but not limited to copyright rights (including rights in audiovisual works), moral rights, trademarks (including logos, slogans, trade names, service marks), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority, and trade secret rights, recognized in any country or jurisdiction in the world.
1.4 "MATERIALS" means the online or electronic documentation that accompanies or is made available to Licensee in connection with the SDK, including, without limitation, any and all tutorials, help files and other files that accompany such materials, and any updates or upgrades to the MATERIALS that may be provided by NEN-AI under this Agreement from time to time.
1.5 "Software (SDK)" means all or any portion of computer software, executable files, scripts, libraries, include files, sample code, redistributable code, add-ons, stencils, templates, and filters, in each instance in source or object code form, as applicable, together with any updates or upgrades to the Software (SDK) that may be provided by NEN-AI under this Agreement from time to time.
1.6 "Subscription Term" means the license term or subscription term during which the Licensee is authorized to use the SDK, subject to the terms and conditions of this Agreement.
1.7 "Usage Limitations" means the usage of this software is limited to the sole purpose of verifying the Ground Truth of crop land using GIS(Geographic Information System) data and . 

2. LICENSE GRANT, APPLICATIONS AND SDK SERVICE
2.1 License Grant. Subject to the terms of this Agreement, NEN-AI hereby grants to Licensee a non-exclusive, personal, revocable, non-transferable, limited right and license, subject to any applicable Usage Limitations, to:
   (i) use the MATERIALS internally in connection with integrating the Software (SDK) into the Apps;
   (ii) collect Data for SDK

2.2 License Restrictions. Licensee will not and will not allow any of its directors, officers, employees, agents, Distributors, End Users or contractors to:
   a. reverse engineer, disassemble, decompile or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure or organization of the Software (SDK) or MATERIALS, in whole or in part (except to the extent that applicable law prohibits reverse engineering restrictions);
   b. lease, loan, timeshare, or sell the Software (SDK) or MATERIALS, in whole or in part;
   c. create derivative works of or otherwise modify the Software (SDK) or MATERIALS except as expressly permitted by sub-clause 2.1;
   d. attempt to hack, disable, defeat, avoid, bypass, remove, deactivate, circumvent or otherwise interfere with the SDK audits, products, technology, software or services, including any software protection mechanisms in the Software (SDK), or any such mechanism used to restrict or control the functionality of any of the foregoing;
   e. use or allow the transfer, transmission, export or re-export of the Software (SDK) or MATERIALS, in whole or in part, in violation of any export control laws or regulations administered by any government agency;
   f. remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK, Software (SDK), or MATERIALS.

2.3 Proprietary Rights Notices. Licensee will include any proprietary notices contained in the Software (SDK) on any copies of the Apps that contain any Software (SDK).
2.4 Application Content Restrictions. Licensee represents, covenants, and warrants that the Apps will:
   a. not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights of others;
   b. not contain any obscene, pornographic, offensive or defamatory content or materials of any kind, or other content or materials that in any manner may be found objectionable by NEN-AI or its Donors;
   c. not violate any applicable laws or regulations;
   d. not contain any malware, malicious or harmful code, program, or other internal component that could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services or networks.

3. OWNERSHIP; RESERVATION OF RIGHTS
3.1 No Other Licenses;. Except as expressly provided in clause 2.1, NEN-AI does not grant to Licensee any right or license, express or implied, in the Software (SDK) or MATERIALS, in whole or in part, or to any other aspect of the SDK or its software or Intellectual Property Rights, and NEN-AI reserves all rights in the foregoing.

3.2 Ownership;. Licensee understands and agrees that NEN-AI is the exclusive owner of and holds and will retain all right, title and interest in and to the Software (SDK) and MATERIALS, including without limitation all Intellectual Property Rights therein or thereto. All Intellectual Property Rights in all technology developed by NEN-AI whether solely or jointly with Licensee, under this Agreement will be owned solely by NEN-AI.

3.3 Third Party Rights; Compliance with Laws. Licensee represents, warrants and covenants:
   a. that the Apps will comply with all applicable laws and regulations, including those related to privacy, and the requirements of this Agreement.
   b. the Apps do not and will not violate, misappropriate, or infringe any of NEN-AI's or any third party's Intellectual Property Rights, and
   c. Licensee will not use the Licensed Software or Licensed Materials for any unlawful or illegal activity, nor develop any Apps that would commit or facilitate the commission of a crime, or other tortious or illegal act.

4. PRIVACY; DATA

4.1 Ownership; Use of Data. Licensee acknowledges and agrees that (i) NEN-AI may use any and all Data provided (including data transmitted from the App or Licensed Software, such as IP addresses, operating system information, and network information), in its discretion, to enable or disable access to, provide, and/or improve the Licensed Software and Licensed Materials and other products and services, and (ii) NEN-AI will have the right at all times to use, license, distribute and disclose Data in a manner that does not identify individual End Users.

4.2 Privacy. Licensee will comply with all applicable privacy laws and regulations that may apply to the activities under this Agreement. Licensee agrees to implement appropriate measures designed to protect against threats or hazards to the security or integrity of data stored by Licensee or the Apps.

5. CONFIDENTIALITY

5.1 Licensee acknowledges that by reason of its relationship to NEN-AI hereunder, the Licensee may have access to certain information and materials, concerning NEN-AI business, plans, technology, products and services that are not publicly available, including the SDK ("Confidential Information"). Confidential Information does not include any information that Licensee can demonstrate by written records:
   a. was known to Licensee prior to its disclosure hereunder;
   b. is independently developed by Licensee;
   c. is or becomes publicly known through no wrongful act of Licensee; or
   d. has been approved for public release by NEN-AI prior written authorization.

5.2 Licensee agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by NEN-AI except as expressly otherwise provided in this Agreement. Licensee will take every reasonable precaution to protect the confidentiality of NEN-AI.

5.3 Upon request by Licensee, NEN-AI will advise whether or not it considers any particular information to be Confidential Information. Licensee will not publish any technical description of NEN-AI Confidential Information beyond any descriptions published by NEN-AI. In the event of expiration or termination of this Agreement, there will be no use or disclosure by Licensee of any Confidential Information of NEN-AI.

6. DISCLAIMER

THE SDK, LICENSED SOFTWARE, AND LICENSED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEN-AI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SDK, LICENSED SOFTWARE, AND LICENSED MATERIALS AND NEN-AI SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED SOFTWARE AND LICENSED MATERIALS, OR MODIFICATIONS THERETO OR DERIVATIVE WORKS THEREOF, IS ASSUMED BY LICENSEE. NEN-AI DOES NOT WARRANT THAT SDK, LICENSED MATERIALS, OR LICENSED SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NEN-AI DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE SDK OR LICENSED SOFTWARE WILL NOT INTERFERE WITH THE APPS OR OTHERWISE IMPACT THE PERFORMANCE OR BATTERY LIFE OF ANY OTHER SOFTWARE, APPLICATIONS, OR DEVICES USED THEREWITH, AND NEN-AI WILL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING OR FOR ANY LOSS OF DATA. THE SDK, LICENSED SOFTWARE, AND LICENSED MATERIALS ARE NOT DESIGNED OR INTENDED FOR USE IN OR IN CONNECTION WITH APPLICATIONS IN WHICH THE FAILURE OF THE PRODUCT OR SOFTWARE COULD CREATE A SITUATION IN WHICH PERSONAL INJURY OR DEATH MAY OCCUR. LICENSEE IS NOT GRANTED ANY RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY SUCH APPLICATIONS AND NEN-AI WILL NOT BE LIABLE FOR ANY USE IN CONNECTION WITH SUCH APPLICATIONS.


7. INDEMNITIES

7.1 Licensee, at its own expense, will defend, indemnify and hold NEN-AI harmless, from and against any claim, suit or proceeding brought against NEN-AI by a third party and pay any liabilities, damages and costs awarded in any such suit or proceeding arising in connection with:
   a. the manufacture, use, distribution, license, or sublicense of the Apps, the Software (SDK), or the MATERIALS by or on behalf of Licensee, including any claims that the Apps (or any portion thereof) infringes any third-party Intellectual Property Rights; or
   b. a breach of Licensee's obligations under this Agreement.

7.2 NEN-AI will provide Licensee with:
   a. prompt written notice of any such claim,
   b. exclusive control over the defense and settlement of the indemnified portion of any such claim, and
   c. proper and full information and assistance to settle or defend any such claim.

7.3 Notwithstanding the foregoing, NEN-AI will be able to appoint its own non-controlling counsel to participate in the defense or settlement of such claim at its own expense and Licensee will not enter into any settlement without the consent of NEN-AI, which will not be unreasonably withheld, and NEN-AI reserves the right, at Licensee's own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee (without limiting Licensee's indemnification obligations with respect to that matter), and in that case, Licensee agrees to cooperate with NEN-AI's defense of those matters.

9. Ownership and Intellectual Property:
NEN-AI retains full ownership and all intellectual property rights to the SDK.
The license granted is non-exclusive, revocable, and non-transferable.
Usage is limited to verifying Ground Truth of crop land using GIS data


109. LIMITATION OF LIABILITY


THE SDK IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES.IN NO EVENT WILL NEN-AI OR ITS THIRD PARTY LICENSORS BE LIABLE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LIMITED OR EXCLUDED BY LAW.NEN-AI's liability is limited as per the terms of the license agreement.


11. TERM AND TERMINATION
11.1 Term. This Agreement shall continue in full force until terminated as provided herein.
11.2 Termination. NEN-AI retains the exclusive right to terminate the license granted under this Agreement at any time, without prior notice, in the following circumstances:
   a. Violation of Terms of Usage: If the licensee fails to comply with any of the terms, conditions, or restrictions set forth in this Agreement.
   b. Acts Bringing Disrepute to NEN-AI: Any action, statement, or omission by the licensee that, in NEN-AI's sole discretion, may harm NEN-AI's reputation, brand, or public image.
   c. Any Other Act: NEN-AI reserves the right to terminate the license for any other reason it deems necessary or appropriate.
119.3 Effect of Termination. Upon the expiration or termination of this Agreement:
   a. Licensee will remove the Licensed Software from the Apps and NEN-AI may use license protection mechanisms in the Licensed Software to block or prevent the Apps from utilizing the functionality of the Licensed Software;
   b. All rights granted under this Agreement shall immediately cease;
   c. The parties will complete any ongoing projects or transition them as mutually agreed;
   d. Each party shall return or destroy any confidential information of the other party;
   e. Any provisions that by their nature should survive termination shall remain in effect;
   f. Subject to subsection (d) above, all rights granted by each party hereunder to the other will terminate.

12. SURVIVAL
Sections 2.3, 3, 4.1, 6, 7, 8, 9, 9.3 and 12 will survive the expiration or termination of this Agreement for any reason.

13. MODIFICATIONS TO THE TERMS
NEN-AI may make changes to this Agreement from time to time. If NEN-AI changes this Agreement in any way that materially modifies Licensee's rights or obligations, NEN-AI will give Licensee at least seven (7) days' notice before the changes take effect, during which period of time Licensee may reject the changes by terminating the Agreement and Licensee's account.

14. MISCELLANEOUS
14.1 Assignment. Licensee may not assign or delegate this Agreement or any of its rights or duties hereunder, directly, indirectly, by operation of law or otherwise, without the written consent of NEN-AI, and any such purported assignment or delegation will be void. NEN-AI may assign this Agreement without consent.
14.2 Waiver and Amendment. Except as set forth in Section 11, no modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy.
14.3 Choice of Law; Jurisdiction, Venue. This Agreement will be governed by the laws of the Capital of NCT Delhi, without regard to its provisions on conflicts of law. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New Delhi in connection with any dispute hereunder or the enforcement of any right or obligation hereunder.

14.4 Dispute Resolution. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, the parties agree to resolve the dispute through binding arbitration.
14.5 Notices. Any notice required or permitted by this Agreement will be deemed given if delivered by registered mail, postage prepaid, addressed to the other party. Delivery will be deemed effective three (3) days after deposit with postal authorities.
14.6 Independent Contractors. The parties are independent contractors with respect to each other. Each party is not and will not be deemed to be an employee, agent, partner, joint venturer, franchisee or legal representative of the other for any purpose.
14.7 Severability. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
14.8 Complete Understanding. This Agreement represents the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous Agreements, understandings, proposals and representations between or by the parties.
14.9 Force Majeure. Except with respect to obligations to make payments hereunder, neither party will be deemed in default hereunder, nor will it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control.

ACCEPTANCE OF TERMS
1. By downloading, installing, accessing, or using the SDK, you (the "End User") acknowledge that you have read, understood, and agree to be bound by all terms and conditions in this License Agreement, including any referenced documents or appendices.
2. Your use of the SDK constitutes your acceptance of this Agreement. If you do not agree to these terms, do not use the SDK.
3. This Agreement is effective upon your first use of the SDK. NEN-AI may update this Agreement at any time; your continued use after changes constitutes acceptance of the new terms.
4. If acting on behalf of an entity, you represent that you have the authority to bind that entity to this Agreement.

We strongly encourage you to review the full license agreement carefully before proceeding with the integration. If you have any questions or concerns about the license terms, please don't hesitate to reach out.