SDK and API License Agreement
This SDK and API License Agreement (this “Agreement”) is made between Emoticon, Inc., a California corporation with its principal place of business located at 880 Appian Way, Los Angeles, CA 90046 (“Emoticon”) and you, or the individual, Licensee or other entity that you represent (“Licensee” or “you”), and is effective only upon the later of your acceptance of this Agreement and approval of Licensee by Emoticon (the “Effective Date”). If you are entering into this Agreement on behalf of a Licensee or other entity, you represent and warrant that you have authority to bind such Licensee or other entity to this Agreement.
  1. A.

    B.

    C.

  2. A.

    B.

  3. A.

    B.

    C.

    D.

  4. A.

    B.

  5. A.

    B.

  6. You agree to indemnify, defend and hold Emoticon harmless from and against any liabilities, damages, losses or expenses (including attorneys’ fees and costs) (“Losses”) incurred in connection with any third-party claim, action or proceeding (a “Claim”) arising from or in connection with (i) the Applications; (ii) a breach by you of any of your representations, warranties, or covenants hereunder; (iii) your gross negligence or willful misconduct; or (iv) the collection, processing, storage, use, transmission or destruction of any of Emoticon’s Confidential Information. You will not settle any Claim without Emoticon’s prior written consent, which will not unreasonably be delayed or withheld. Emoticon shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice.
  7. A.

    B.

    C.