Anduril Lattice Software Development Kit License Agreement

Terms and Conditions

This is the Anduril Lattice Software Development Kit (SDK) License Agreement (the “License Agreement”).

1. Introduction

• 1.1 "Anduril" means Anduril Industries, Inc., organized under the laws of the State of Delaware, USA, and operating under the laws of the USA with principal place of business at 1400 Anduril, Costa Mesa, California 92626, USA.
• 1.2 "Lattice" means the Anduril Lattice™ software stack for devices, as made available by Anduril, as updated from time to time.
• 1.3 The Anduril Lattice Software Development Kit (referred to in the License Agreement as the "SDK" and specifically including the
  Lattice system files, packaged APIs, and Anduril APIs add-ons) is licensed to you subject to the terms of the License Agreement. The License Agreement forms a legally binding contract between you and Anduril in relation to your use of the SDK.
• 1.4 A "compatible implementation" means any use that (i) is compatible with Lattice; or (ii) successfully is validated by Anduril to be
  compatible with Lattice. The determination of a compatible implementation is solely at the discretion of Anduril.

2. Accepting this License Agreement

• 2.1 In order to use the SDK, you must first agree to the License Agreement. You may not use the SDK if you do not accept the License Agreement.
• 2.2 By clicking to accept and/or using this SDK, you hereby agree to the terms of the License Agreement.
• 2.3 You may not use the SDK and may not accept the License 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 resident or from which you use the SDK.
• 2.4 If you are agreeing to be bound by the License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or other entity. Use of the SDK on hardware owned by an entity such as your employer binds your employer to this License Agreement.

3. SDK License from Anduril

• 3.1 Subject to the terms of the License Agreement, Anduril grants you a limited, revocable, worldwide, royalty-free, non-assignable, non- exclusive, and non-sublicensable license to use the SDK solely to develop applications for compatible implementations of Lattice.
• 3.2 You may not use this SDK to develop applications for other platforms (including non-compatible implementations of Lattice) or to
  develop another SDK. You are of course free to develop applications for other platforms, including non-compatible implementations of Lattice, provided that this SDK is not used for that purpose.
• 3.3 You agree that Anduril or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Anduril reserves all rights not expressly granted to you.
• 3.4 You may not use the SDK for any purpose not expressly permitted by the License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, de compile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK.
• 3.5 Use, reproduction and distribution of components of the SDK licensed under an open-source software license are governed solely by the terms of that open-source software license and not the License Agreement.
• 3.6 You agree that the form and nature of the SDK that Anduril provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Anduril may stop
  (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Anduril's sole discretion, without prior notice to you.
• 3.7 Nothing in the License Agreement gives you a right to use any of Anduril's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
• 3.8 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.

4. Use of the SDK by You

• 4.1 Anduril agrees that it obtains no right, title or interest from you (or your licensors) under the License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.
• 4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) the License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the
  export of data or software to and from the United States or other relevant countries).
• 4.3 You agree that if you use the SDK to develop applications for Anduril Lattice users, you will protect the privacy and legal rights of those users. If your application stores personal or sensitive information, it must do so securely. You may not use a third-party’s Lattice account information or credentials to access Lattice.
• 4.4 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that
  interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Anduril or any fixed or mobile communications carrier.
• 4.5 You agree that you are solely responsible for (and that Anduril has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through Anduril Lattice and/or applications for Lattice, and for the consequences of your actions (including any loss or damage which Anduril may suffer) by doing so.
• 4.6 You agree that you are solely responsible for (and that Anduril has no responsibility to you or to any third party for) any breach of your obligations under the License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which Anduril or any third party may suffer) of any such breach.

5. Your Developer Credentials

• 5.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by
  Anduril or which you may choose yourself and that you will be solely responsible for all applications that are developed under your
  developer credentials.

6. Privacy and Information

• 6.1 In order to continually innovate and improve the SDK, Anduril may collect certain usage statistics from the software including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used.
• 6.2 Anonymized and aggregated sets of the data may be used or shared by Anduril to improve the SDK.

7. Third Party Applications

• 7.1 If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that Anduril is not responsible for those applications, data, content, or resources. You understand that all data, content or
  resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Anduril is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.
• 7.2 You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.
• 7.3 You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, the License Agreement does not affect your legal relationship with these third parties.

8. Using Lattice APIs

• 8.1 Anduril Data APIs
  • 8.1.1 If you use any API to retrieve data, you acknowledge that the data may be protected by intellectual property rights which are owned by Anduril or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant owner and/or terms of service.
  • 8.1.2 If you use any API to retrieve a user's data, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.

9. Terminating this License Agreement

• 9.1 The License Agreement will continue to apply until terminated by either you or Anduril as set out below.
• 9.2 If you want to terminate the License Agreement, you may do so by ceasing your use of the SDK and any relevant developer
  credentials.
• 9.3 Anduril may at any time, terminate the License Agreement with you if: (i) you have breached any provision of the License Agreement; or (ii) Anduril is required to do so by law; or (iii) the partner with whom Anduril offered certain parts of SDK (such as APIs) to you has terminated its relationship with Anduril or ceased to offer certain parts of the SDK to you; or (iv) Anduril decides to no longer provide the SDK to you, or (v) in Anduril's sole discretion, it is no longer commercially viable to provide the SDK.
• 9.4 When the License Agreement comes to an end, you shall delete all copies in your possession of the SDK, and discontinue using the SDK and related APIs.The provisions of paragraph 14.7 shall continue to apply indefinitely.

10. DISCLAIMER OF WARRANTIES

• 10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM ANDURIL.
• 10.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
• 10.3 ANDURIL FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

• 11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANDURIL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
  CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ANDURIL OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

• 12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Anduril, its affiliates and their respective directors, officers, employees and agents 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 (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with the License Agreement.

13. Changes to the License Agreement

• 13.1 Anduril may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, Anduril will make a new version of the License Agreement available on the website where the SDK is made available.

14. General Legal Terms

• 14.1 The License Agreement constitutes the whole legal agreement between you and Anduril and governs your use of the SDK (excluding any services which Anduril may provide to you under a separate written agreement), and completely replaces any prior agreements
  between you and Anduril in relation to the SDK.
• 14.2 You agree that if Anduril does not exercise or enforce any legal right or remedy which is contained in the License Agreement (or which Anduril has the benefit of under any applicable law), this will not be taken to be a formal waiver of Anduril's rights and that those rights or remedies will still be available to Anduril.
• 14.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the License Agreement is invalid, then that provision will be removed from the License Agreement without affecting the rest of the License Agreement. The remaining provisions of the License Agreement will continue to be valid and enforceable.
• 14.4 You acknowledge and agree that any subsidiaries or affiliates of Anduril is the parent shall be third party beneficiaries to the License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the License Agreement.
• 14.5 EXPORT RESTRICTIONS. YOU MAY NOT EXPORT THIS LICENSE. THE SDK MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
• 14.6 The rights granted in the License Agreement may not be assigned or transferred by either you or Anduril without the prior written approval of the other party. Neither you nor Anduril shall be permitted to delegate their responsibilities or obligations under the License Agreement without the prior written approval of the other party.
• 14.7 The License Agreement, and your relationship with Anduril under the License Agreement, shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Except for claims for injunctive or equitable relief, and claims regarding
  intellectual property rights to the extent not relating to indemnification under this Agreement (all of which may be brought in any competent state or federal court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Irvine, California and the arbitral decision may be enforced in any competent U.S. federal court. In the event of any court action, you agree to submit to the exclusive jurisdiction of the courts located in the city of Irvine located in Orange, California. Notwithstanding this, you agree that Anduril shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

November 27, 2024