LICENSE

SDK License Agreement


This SDK license agreement (this "Agreement"), effective as of the date of 
download of the SDK (as defined below) (the "Effective Date"), is by and 
between TrueLayer Limited, a company registered in England with offices 
located at 1 Hardwick Street, London London EC1R 4RB, United Kingdom 
("Licensor") and licensee downloading and/or installing the SDK 
("Licensee"). Licensor and Licensee may be referred to herein collectively 
as the "Parties" or individually as a "Party." 


BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU 
ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TEMS OF 
THIS SDK LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SDK.


In consideration of the mutual covenants, terms, and conditions set out in 
this SDK License Agreement, the Parties agree as follows:


1. Definitions


"Authorised User"         means an employee or contractor of Licensee who 
Licensee permits to access and use the SDK and/or Documentation pursuant 
to Licensee's license hereunder.


"Documentation"         means Licensor's user manuals, handbooks, and 
installation guides relating to the SDK provided by Licensor to Licensee 
either electronically or in hard copy form/end user documentation relating 
to the SDK available at URL.


“SDK”                 means the SDK development kit described in Exhibit 
A.


2.         License


   2.1. Subject to terms and conditions of this Agreement, Licensor hereby
grants Licensee a non-exclusive, non-sublicensable, and non-transferable 
(except in compliance with Section 10.7 license during the Term to: (i) 
use the SDK solely for Licensee's internal business purposes; and (ii) use 
and make a reasonable number of copies of the Documentation solely for 
Licensee's internal business purposes in connection with Licensee's use of 
the SDK. Licensee may make one copy of the SDK solely for back-up and 
disaster recovery. Any such copy of the SDK remains Licensor's exclusive 
property, is subject to the terms and conditions of this Agreement; and 
must include all copyright or other proprietary rights notices contained 
in the original.


   2.2. Licensee shall not use the SDK or Documentation for any purposes
beyond the scope of the license granted in this Agreement. Without 
limiting the foregoing and except as otherwise expressly set forth in this 
Agreement, Licensee shall not at any time, directly or indirectly: (i) 
copy, modify, or create derivative works of the SDK or the Documentation, 
in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, 
distribute, publish, transfer, or otherwise make available the SDK or the 
Documentation; (iii) reverse engineer, disassemble, decompile, decode, 
adapt, or otherwise attempt to derive or gain access to the source code of 
the SDK, in whole or in part; (iv) remove any proprietary notices from the 
SDK or the Documentation; or (v) use the SDK in any manner or for any 
purpose that infringes, misappropriates, or otherwise violates any 
intellectual property right or other right of any person, or that violates 
any applicable law.


   2.3. Licensor reserves all rights not expressly granted to Licensee in
this Agreement. Except for the limited rights and licenses expressly 
granted under this Agreement, nothing in this Agreement grants, by 
implication, waiver, estoppel, or otherwise, to Licensee or any third 
party any intellectual property rights or other right, title, or interest 
in or to the SDK.


   2.4. Delivery. Licensor has delivered the SDK electronically, on tangible
media. The date on which the Licensee downloads the SDK will be considered 
the Effective Date.


3.         Licensee Responsibilities


   3.1. Licensee is responsible and liable for all uses of the SDK and
Documentation resulting from access provided by Licensee, directly or 
indirectly, whether such access or use is permitted by or in violation of 
this Agreement.


4.         Support 


   4.1. This Agreement does not entitle Licensee to any support for the SDK.


5.         Intellectual Property Ownership


   5.1. Licensee acknowledges that, as between Licensee and Licensor,
Licensor owns all right, title, and interest, including all intellectual 
property rights, in and to the SDK and Documentation. 


   5.2. If Licensee or any of its employees or contractors sends or
transmits any communications or materials to Licensor by mail, email, 
telephone, or otherwise, suggesting or recommending changes to the SDK or 
Documentation, including without limitation, new features or functionality 
relating thereto, or any comments, questions, suggestions, or the like 
("Feedback"), Licensor is free to use such Feedback irrespective of any 
other obligation or limitation between the Parties governing such 
Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on 
behalf of its employees, contractors and/or agents, all right, title, and 
interest in, and Licensor is free to use, without any attribution or 
compensation to any party, any ideas, know-how, concepts, techniques, or 
other intellectual property rights contained in the Feedback, for any 
purpose whatsoever, although Licensor is not required to use any Feedback.


6.         Limited Warranties and Warranty Disclaimer 


   6.1. Licensor warrants that at the time of delivery the SDK does not
contain any virus or other malicious code. 


   6.2. The warranties set forth in Section 6.1 do not apply and become
null and void if Licensee breaches any provision of this Agreement, or if 
Licensee ,or any other person provided access to the SDK by Licensee 
whether or not in violation of this Agreement: (i) installs or uses the 
SDK on or in connection with any hardware or SDK not specified in the 
Documentation;(ii) modifies or damages the SDK; or (iii) misuses the SDK, 
including any use of the SDK other than as specified in the Documentation.


   6.3. If, during the period specified in Section 6(a), any SDK fails to
comply with the warranty in Section 6.1, and such failure is not excluded 
from warranty pursuant to Section 6.2, Licensor shall, subject to 
Licensee's promptly notifying Licensor in writing of such failure,  will 
repair or replace the SDK, provided that Licensee provides Licensor with 
all information Licensor  requests to resolve the reported failure, 
including sufficient information to enable the Licensor to recreate such 
failure. If Licensor repairs or replaces the SDK, the warranty will 
continue to run from the Effective Date and not from Licensee's receipt of 
the repair or replacement. The remedies set forth in this Section 6.3 are 
Licensee's sole remedies and Licensor's sole liability under the limited 
warranty set forth in Section 6.1.


   6.4. Except for the limited warranty set forth in Section 6.1 the SDK
and documentation are provided "as is" and licensor hereby disclaims all 
warranties, whether express, implied, statutory, or otherwise. licensor 
specifically disclaims all implied warranties of merchantability, fitness 
for a particular purpose, title, and non-infringement, and all warranties 
arising from course of dealing, usage, or trade practice. except for the 
limited warranty set forth in Section 6(a), licensor makes no warranty of 
any kind that the SDK and documentation, or any products or results of the 
use thereof, will meet licensee's or any other person's requirements, 
operate without interruption, achieve any intended result, be compatible 
or work with any SDK, system or other services, or be secure, accurate, 
complete, free of harmful code, or error free. 


7.         Indemnification 


   7.1. Licensor shall indemnify, defend, and hold harmless Licensee from
and against any and all losses, damages, liabilities, and costs ("Losses") 
incurred by Licensee resulting from any third-party claim, suit, action, 
or proceeding ("Third-Party Claim") that the SDK or Documentation, or any 
use of the SDK or Documentation in accordance with this Agreement, 
infringes or misappropriates such third party's intellectual property 
rights or trade secrets, provided that Licensee promptly notifies Licensor 
in writing of the claim, cooperates with Licensor, and allows Licensor 
sole authority to control the defence and settlement of such claim. 


   7.2. If such a claim is made or appears possible, Licensee agrees to
permit Licensor, at Licensor's sole discretion, to (A) modify or replace 
the SDK or Documentation, or component or part thereof, to make it 
non-infringing, or (B) obtain the right for Licensee to continue use. If 
Licensor determines that none of these alternatives is reasonably 
available, Licensor may terminate this Agreement, in its entirety or with 
respect to the affected component or part, effective immediately on 
written notice to Licensee. 


   7.3. Section 7.1, 7.2 and 7.3 will not apply to the extent that the
alleged infringement arises from: (A) use of the SDK in combination with 
data, SDK, hardware, equipment, or technology not provided by Licensor or 
authorised by Licensor in writing; (B) modifications to the SDK not made 
by Licensor; or (C) use of any version other than the most current version 
of the SDK or Documentation delivered to Licensee. 


   7.4. Licensee shall indemnify, hold harmless, and, at Licensor's option,
defend Licensor from and against any Losses resulting from any Third-Party 
Claim based on Licensee's (i) negligence or willful misconduct;  (ii) use 
of the SDK or Documentation in a manner not authorised or contemplated by 
this Agreement; (iii) use of the SDK in combination with data, SDK, 
hardware, equipment or technology not provided by Licensor or authorised 
by Licensor in writing; (iv) modifications to the SDK not made by 
Licensor; or (v) use of any version other than the most current version of 
the SDK or Documentation delivered to Licensee, provided that Licensee may 
not settle any Third-Party Claim against Licensor unless such settlement 
completely and forever releases Licensor from all liability with respect 
to such Third-Party Claim or unless Licensor consents to such settlement, 
and further provided that Licensor will have the right, at its option, to 
defend itself against any such Third-Party Claim or to participate in the 
defence thereof by counsel of its own choice.  


   7.5. This Section 7 sets forth licensee's sole remedies and licensor's
sole liability and obligation for any actual, threatened, or alleged 
claims that the SDK or documentation infringes, misappropriates, or 
otherwise violates any intellectual property rights of any third party. in 
no event will Licensor's liability under this Section 7 exceed £250,000.


8.         Limitations of Liability.


   8.1. Nothing in this Agreement shall limit or exclude either party's
liability in respect of any claims:


      8.1.1. for death or personal injury caused by the negligence of such
party;
      8.1.2. resulting from the deliberate misconduct of such party; or
      8.1.3. to the extent that such liability may not otherwise be limited or
excluded by Applicable Law. 


   8.2. The Licensor shall not be liable to the Licensee (whether in
contract, tort (including negligence), misrepresentation, breach of 
statutory duty (including strict liability) or otherwise arising out of, 
or in relation to, this SDK License Agreement) for any reason except for 
third party claims brought against the Licensee for breach by the Licensor 
of a third party’s intellectual property. 


9.         Term and Termination


   9.1. The term of this Agreement begins on the Effective Date and, unless
terminated earlier pursuant to any of the Agreement's express provisions, 
will continue in effect until the commencement date of a master services 
agreement between the Licensor and Licensee  (“MSA”) at which point the 
license contained within such MSA will supersede and replace this SDK 
License Agreement (the "Term"). 


   9.2. In addition to any other express termination right set forth in
this Agreement, Licensor may terminate this Agreement, effective on 
written notice to Licensee, if:


      9.2.1. Licensee breaches any of its obligations under Section 2.2;
      9.2.2. either Party may terminate this Agreement, effective on written
notice to the other Party, if the other Party materially breaches this 
Agreement, and such breach: (A) is incapable of cure; or (B) being capable 
of cure, remains uncured thirty (30) days after the non-breaching Party 
provides the breaching Party with written notice of such breach; or
      9.2.3. either Party may terminate this Agreement, effective immediately
upon written notice to the other Party, if the other Party: (A) files or 
has filed against it, a petition for voluntary or involuntary bankruptcy 
or otherwise becomes subject, voluntarily or involuntarily, to any 
proceeding under any domestic or foreign bankruptcy or insolvency law; (B) 
makes or seeks to make a general assignment for the benefit of its 
creditors; or (C) applies for or has appointed a receiver, trustee, 
custodian, or similar agent appointed by order of any court of competent 
jurisdiction to take charge of or sell any material portion of its 
property or business.


   9.3. Upon expiration or earlier termination of this Agreement, the
license granted hereunder will also terminate Licensee shall cease using 
and delete, destroy, or return all copies of the SDK and Documentation and 
certify in writing to the Licensor that the SDK and Documentation has been 
deleted or destroyed. No expiration or termination will affect Licensee's 
obligation to pay all Fees that may have become due before such expiration 
or termination, or entitle Licensee to any refund.


   9.4. This Section 9.4 and Sections 1, 5, 6.4, 7,8 and 10 survive any
termination or expiration of this Agreement. No other provisions of this 
Agreement survive the expiration or earlier termination of this Agreement.


10.         Miscellaneous


   10.1. This Agreement, together with any other documents incorporated
herein by reference and all related Exhibits, constitutes the sole and 
entire agreement of the Parties with respect to the subject matter of this 
Agreement and supersedes all prior and contemporaneous understandings, 
agreements, and representations and warranties, both written and oral, 
with respect to such subject matter. In the event of any inconsistency 
between the statements made in the body of this Agreement, the related 
Exhibits, and any other documents incorporated herein by reference, the 
following order of precedence governs: (a) first, this Agreement, 
excluding its Exhibits; (b) second, the Exhibits to this Agreement as of 
the Effective Date; and (c) third, any other documents incorporated herein 
by reference.


   10.2. All notices, requests, consents, claims, demands, waivers, and
other communications hereunder (each, a "Notice") must be in writing and 
addressed to the Parties at the addresses set forth on the first page of 
this Agreement (or to such other address that may be designated by the 
Party giving Notice from time to time). Except as otherwise provided in 
this Agreement, a Notice is effective only: (i) upon receipt by the 
receiving Party, and (ii) if the Party giving the Notice has complied with 
the requirements of this Section.


   10.3. In no event shall Licensor be liable to Licensee, or be deemed to
have breached this Agreement, for any failure or delay in performing its 
obligations under this Agreement, if and to the extent such failure or 
delay is caused by any circumstances beyond Licensor's reasonable control, 
including but not limited to: (i) acts of God; (ii) flood, fire, 
earthquake, or explosion; (iii) war, invasion, hostilities (whether war is 
declared or not), terrorist threats or acts, riot or other civil unrest; 
(iv) government order, law, or actions; (v) embargoes or blockades in 
effect on or after the date of this Agreement;  (vi) national or regional 
emergency; (vii) strikes, labor stoppages or slowdowns, or other 
industrial disturbances; and (viii) shortage of adequate power or 
transportation facilities.


   10.4. No amendment to or modification of this Agreement is effective
unless it is in writing and signed by an authorised representative of each 
Party. No waiver by any Party of any of the provisions hereof will be 
effective unless explicitly set forth in writing and signed by the Party 
so waiving. Except as otherwise set forth in this Agreement, (i) no 
failure to exercise, or delay in exercising, any rights, remedy, power, or 
privilege arising from this Agreement will operate or be construed as a 
waiver thereof and (ii) no single or partial exercise of any right, 
remedy, power, or privilege hereunder will preclude any other or further 
exercise thereof or the exercise of any other right, remedy, power, or 
privilege.


   10.5. If any provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or 
unenforceability will not affect any other term or provision of this 
Agreement or invalidate or render unenforceable such term or provision in 
any other jurisdiction. Upon such determination that any term or other 
provision is invalid, illegal, or unenforceable, the Parties hereto shall 
negotiate in good faith to modify this Agreement so as to affect the 
original intent of the Parties as closely as possible in a mutually 
acceptable manner in order that the transactions contemplated hereby be 
consummated as originally contemplated to the greatest extent possible.


   10.6. Any dispute or claim arising out of or in connection with this SDK
License Agreement or its subject matter or formation (including 
non-contractual disputes or claims) shall be governed by and construed in 
accordance with the laws of England and Wales and the courts of England 
and Wales shall have exclusive jurisdiction to settle any dispute or claim 
arising out of or in connection with the SDK License Agreement or its 
subject matter or formation (including non-contractual disputes or 
claims). 


   10.7. Licensee may not assign or transfer any of its rights or delegate
any of its obligations hereunder, in each case whether voluntarily, 
involuntarily, by operation of law or otherwise, without the prior written 
consent of Licensor. Any purported assignment, transfer, or delegation in 
violation of this Section is null and void. No assignment, transfer, or 
delegation will relieve the assigning or delegating Party of any of its 
obligations hereunder. This Agreement is binding upon and inures to the 
benefit of the Parties hereto and their respective permitted successors 
and assigns. 


   10.8. The Licensor may from time to time make updates, modifications, add
features, conduct bug fixes, patches or error corrections to the SDK at 
its discretion without notice to the Licensee. 


________________


EXHIBIT A


Capitalised terms used but not defined in this Exhibit A have the meaning 
given to those terms in the Agreement. 


1.        DESCRIPTION OF SDKs: 
        •        TrueLayer Payments SDK for Android, version 3.2.0
        •        TrueLayer Payments SDK for iOS, version 3.2.0