spaceport.io Inc.
Spaceport Developer License Agreement

Revised October 11, 2011

IMPORTANT - PLEASE READ THE TERMS OF THIS DEVELOPER LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY. BY SELECTING THE "I HAVE READ AND AGREE TO THE TERMS OF SERVICE" BOX, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE DEVELOPER (THE "DEVELOPER"), AND TO BIND THE DEVELOPER TO THE TERMS OF THIS AGREEMENT, AND (3) YOU REPRESENT THAT YOU ARE NOT A COMPETITOR OF SPACEPORT.IO INC. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU ARE A COMPETITOR OF SPACEPORT.IO INC., YOU SHOULD NOT CREATE AN ACCOUNT AND SHOULD DISCONTINUE USE OF THE SPACEPORT.IO WEBSITE.

This Agreement is a legal agreement between Developer and spaceport.io Inc. ("spaceport.io") for the accompanying spaceport.io Spaceport Software and Services (the "Spaceport Platform"), the accompanying sample game code (the "Sample Game Code") and associated "online" or electronic documentation (the "Documentation"). The Spaceport Software and Sample Game Code together are referred to as the "Software."

1. Licenses

1.1 Development License. Subject to the terms and conditions of this Agreement, spaceport.io grants to Developer a nonexclusive, worldwide, nontransferable (except in accordance with Section 15), royalty-free, fully paid, revocable (in accordance with Section 13), nonsublicenseable license to permit those employees or consultants of Developer authorized by Developer ("Authorized Users"), solely for Developer's internal business purposes, to (a) use the Spaceport Platform for the sole purpose of assisting Developer to create applications that are accessible across multiple platforms and only as expressly described in the Documentation and in accordance with the Spaceport Platform Requirements (as defined in Section 5); (b) use, perform, display, reproduce, modify, and create derivative works of, the Sample Game Code for the purpose of demonstrating the functionality of the Spaceport Platform in compliance with the Spaceport Platform Requirements (as defined in Section 5); and (c) reproduce and use, a reasonable number of copies of, the Documentation solely as required to support the exercise of the licenses granted in clauses (a) and (b) above. Developer acknowledges a spaceport.io Spaceport License Agreement is required prior to distributing software containing the spaceport.io Spaceport Software.

2. Restrictions. Developer acknowledges that the Software and Documentation and all elements thereof, and their structure and organization, constitute spaceport.io's confidential information. Accordingly, Developer agrees to, and Developer shall cause each Authorized User to agree in an enforceable writing to, treat all such Software and Documentation as confidential material in a manner no less protective than Developer uses to protect its own similar assets, but in no event less than reasonable care. Except as expressly permitted in this Agreement, if at all, Developer shall not, and Developer shall cause each Authorized User not to, (a) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Software or Documentation available to any third party; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software; (c) access the Software in order to build a similar or competitive product or service; or (d) reproduce, distribute, republish, display, post, or transmit, in any form or by any means, including electronic, mechanical, photocopying, recording, or other means any part of the Software or Documentation. Any future release, update, or other addition to the functionality of the Software, if any, provided by spaceport.io shall be subject to the terms of this Agreement. Neither spaceport.io nor any of its suppliers is obligated to provide any services, updates or upgrades to the Software. Developer shall, and Developer shall cause each Authorized User to, preserve all copyright and other proprietary rights notices in the Software and Documentation and all copies of the Software and Documentation.

3. Spaceport.io Marks. Developer agrees to state in appropriate places on all materials using the spaceport.io Marks that the spaceport.io Marks are trademarks of spaceport.io and to include the symbol ™ or ® as appropriate. Spaceport.io grants no rights in the spaceport.io Marks other than those expressly granted in this Section 3. Developer acknowledges spaceport.io's exclusive ownership of the spaceport.io Marks. Developer agrees not to take any action inconsistent with such ownership and to cooperate, at spaceport.io's request and expense, in any action (including the conduct of legal proceedings) which spaceport.io deems necessary or desirable to establish or preserve spaceport.io's exclusive rights in and to the spaceport.io Marks. Developer will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the spaceport.io Marks or in such a way as to create combination marks with the spaceport.io Marks. Developer will provide spaceport.io with samples of all products and materials that contain the spaceport.io Marks prior to their public use, distribution, or display for spaceport.io's quality assurance purposes and will obtain spaceport.io's written approval before such use, distribution, or display. Any and all use by Developer of the spaceport.io Marks shall inure to the benefit of spaceport.io. At spaceport.io's request, Developer will modify or discontinue any use of the spaceport.io Marks. "Spaceport.io Marks" means the spaceport.io brands, logos, trademarks, and/or trade name.

4. Ownership. Subscriber and spaceport.io hereby agree that any and all Designated Subscriber Game Content generated by the Software ("spaceport.io Created Content") will be the property of Subscriber for use exclusively with the Service. Subscriber hereby grants to spaceport.io a limited, non-exclusive, worldwide, irrevocable license to access and use the spaceport.io Created Content to exercise its rights and perform its obligations under this Agreement. Upon termination of this Agreement, Subscriber may not use the spaceport.io Created Content without spaceport.io's prior written permission. All right, title, and interest, including all intellectual property rights, in and to the Software, Documentation, including any and all copies of the Software ("spaceport.io Property"), shall be owned and retained by spaceport.io and its licensors. Developer acknowledges that it acquires no ownership interest in any spaceport.io Property. Any rights not expressly granted in this Agreement are reserved by the parties. There are no implied licenses in this Agreement.

5. Spaceport Platform Requirements. Developer represents, warrants, and covenants that:

The requirements specified in this Section, as such requirements may be modified by spaceport.io from time to time by posting the revised requirements on the Spaceport website located at www.spaceport.io ("Spaceport Website"), are referred to as the "Requirements." Developer agrees to indemnify and hold spaceport.io and its affiliates, officers, employees, agents, suppliers, and Spaceport Platform users, harmless from and against any and all claims, suits, actions, losses, costs (including attorneys' fees), liabilities, damages, and expenses arising from or relating to any claim or demand made by any third party arising out of or related to Developer's violation of the Requirements.

6. Sample Game Code. Developer may use, copy, or modify the Sample Game Code for exclusive use in Developer Software using the Spaceport Platform. The artwork associated with the Sample Game Code may not be used for any purpose other than for testing. Developer acknowledges the artwork from the Sample Game Code may not be published.

7. Approval. Before distributing any Developer software that incorporates any Software, Developer shall agree to the terms of a separate spaceport.io Spaceport License Agreement and submit such Developer software to spaceport.io for testing and evaluation purposes. Developer shall not distribute any software using the Software that has not been approved in writing by spaceport.io. Spaceport.io's approval of any Developer software under this Section shall not constitute a waiver of any of spaceport.io's rights or Developer's obligations under this Agreement and Developer shall remain responsible and liable for any breach of the other Sections of this Agreement, including the Spaceport Platform Requirements, notwithstanding any approval by spaceport.io of the applicable Developer software. Developer hereby grants to spaceport.io a worldwide, non-exclusive, irrevocable, transferable, sublicenseable, fully paid and royalty-free license, under Developer's intellectual property rights in and to the Developer software, to execute and use the Developer software for the purposes of testing and evaluating the Developer software.

8. Feedback. Any and all suggestions, ideas, recommendations, and feedback provided to spaceport.io by Developer regarding the functioning, features, and other characteristics of the Software or Documentation (collectively, "Feedback") is hereby licensed by Developer to spaceport.io on a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicenseable, fully-paid and royalty-free basis, for spaceport.io to use and exploit the Feedback in any manner and for any purpose.

9. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN "AS-IS" BASIS. SPACEPORT.IO PROVIDES NO TECHNICAL SUPPORT, WARRANTIES, OR REMEDIES FOR THE SOFTWARE. SPACEPORT.IO AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE SOFTWARE AND DOCUMENTATION, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPACEPORT.IO DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DOWNLOAD.

10. LIMITATION OF LIABILITY. NEITHER SPACEPORT.IO NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT, OR THE SOFTWARE OR DOCUMENTATION UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING, LOSS OF REVENUES AND LOSS OF PROFITS. SPACEPORT.IO'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF FIFTY U.S. DOLLARS (50.00 USD) OR THE AMOUNT PAID BY DEVELOPER FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO DEVELOPER.

11. Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between spaceport.io and Developer. Spaceport.io would not be able to provide the Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of spaceport.io's suppliers.

12. Term and Termination. This Agreement and the licenses granted hereunder are effective on the date Developer accepts the terms of this Agreement and shall continue unless this Agreement is terminated by either party pursuant to this Section. Spaceport.io may terminate this Agreement immediately upon written notice to Developer in the event that Developer materially breaches any of the terms hereof. Spaceport.io may terminate this Agreement upon ten (10) days written notice to Developer with or without cause. Developer may terminate this Agreement at any time upon written notice to spaceport.io, with or without cause, by sending either an email to partners@spaceport.io with Developer's name and the subject "TERMINATION OF DEVELOPER LICENSE" or a letter by United States mail to: spaceport.io Inc., License Administration, 330 Primrose Road, Suite 614, Burlingame, CA 94010 or to such other address as spaceport.io may specify in writing by posting the new address on the Spaceport website. Upon any termination, the licenses granted hereunder shall immediately terminate and Developer shall immediately destroy any copies of the Software in its possession and shall cease distribution of any Developer software that incorporates any portion of the Software. The following terms shall survive any termination of this Agreement: Sections 2 (Restrictions), 4 (Ownership), 5 (Spaceport Platform Requirements), 8 (Feedback), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Basis of Bargain), 12 (Term and Termination), 14 (Export), and 16 (Miscellaneous).

13. Modifications. spaceport.io reserves the right to change the terms and conditions of this Agreement or its policies relating to the Software and/or Documentation. If spaceport.io makes any change to this Agreement, it will post the modified agreement on the Spaceport Website or will send Developer an e-mail to the address that Developer provided. Developer's continued use or distribution of the Software or Documentation after notice of any such change has been provided in accordance with this Section shall constitute Developer's consent to such change. Spaceport.io reserves the right to change, modify, and otherwise convert the technology (including the Software) used to provide the Spaceport Platform.

14. Export. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Developer agrees to strictly comply with all such laws and regulations and acknowledges that it has the responsibility to obtain authorization to export, re-export, or import the Software and related technology, as may be required. Developer will indemnify and hold spaceport.io and its affiliates, officers, employees, agents, and suppliers harmless from any and all claims, suits, actions, losses, costs (including attorneys' fees), liabilities, damages, expenses, fines, and penalties arising from or relating to any breach by Developer of its obligations under this Section.

15. Assignment. Neither any right nor any obligation arising under this Agreement is assignable by Developer without spaceport.io's prior written consent, and any attempted assignment or transfer by Developer in violation of the foregoing shall be void and without effect. A change of control of Developer is deemed to be an "assignment" for the purposes of this Section. Spaceport.io may assign this Agreement without restriction.

16. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States without regard to any conflict of laws principles therein that would require application of the laws of another State or country. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California, with sole venue in the courts located in Santa Clara County and each party hereby submits to the personal jurisdiction of such courts, except that spaceport.io may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Developer may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise provided in Sections 3 (spaceport.io Marks), and 13 (Modifications), any modifications of this Agreement must be in writing and agreed to by both parties. As used in this Agreement, the word "including" means "including but not limited to." Notwithstanding anything to the contrary in this Agreement, if Developer has executed a print version/signed agreement with spaceport.io regarding the Software or Documentation, that print version/ signed agreement will control.

QUESTIONS OR ADDITIONAL INFORMATION. If Developer has any questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to partners@spaceport.io.