1. Introduction

1.1 This License Agreement (the "Agreement") governs use of the Sense360 by Medallia Software Development Kit including Sense360 system files and APIs (collectively, "Sense360 SDK" or the "SDK") by you and/or the entity on whose behalf you are downloading the SDK ("you"). This Agreement forms a legally binding contract between you and Medallia, Inc. ("Medallia") in relation to your use of the SDK.

2. Accepting this License Agreement

2.1 BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK.

2.2 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 resident or from which you use the SDK.

2.3 If you are agreeing to be bound by this 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 this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use the SDK on behalf of your employer or other entity.

3. SDK License from Medallia

3.1 Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, Medallia grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the SDK solely for the purpose of enabling interoperability and use of Medallia's Sense360 service.

3.2 You may not use this SDK for any other purpose, including modifying, developing, or distributing applications for other platforms or developing another SDK.

3.3 You agree that Medallia 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. Medallia reserves all rights not expressly granted to you.

3.4 You may not use the SDK for any purpose not expressly permitted by this Agreement. Except to the extent required by applicable third party licenses, you may not copy, modify, adapt, redistribute, decompile, 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 this Agreement.

3.6 You agree that the form and nature of the SDK that Medallia 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 Medallia may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Medallia's sole discretion, without prior notice to you.

3.7 Nothing in this Agreement gives you a right to use any of Medallia'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, patent, and trademark notices) that may be affixed to or contained within the SDK.

4. Use of the SDK by You

4.1 You agree to use the SDK and write applications only for purposes that are permitted by (a) this 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).

4.2 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, Medallia or any mobile communications carrier.

5. Third Party Applications

5.1 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 Medallia 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 Medallia 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.

6. DISCLAIMER OF WARRANTIES

6.1 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 MEDALLIA.

6.2 YOUR 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.

6.3 MEDALLIA 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.

7. LIMITATION OF LIABILITY

7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEDALLIA, 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 MEDALLIA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

8. Indemnification

8.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Medallia, 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) in connection with or arising out of (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, (c) any non-compliance by you with this Agreement or any applicable law or regulation.

9. Changes to the License Agreement

9.1 Medallia may make changes to this Agreement as it distributes new versions of the SDK. When these changes are made, Medallia will make a new version of the Agreement available on the website where the SDK is made available.

10. Governing Law; Venue

10.1 Any claim relating to the SDK or Service shall be governed by the laws of California, without regard to conflict of laws provisions. Disputes arising under this shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.