IMPORTANT - READ CAREFULLY BEFORE USING THIS PRODUCT.  THIS IS A LEGAL AGREEMENT
BETWEEN  THE END USER OF THE DOWNLOADED PRODUCT AND AT&T.

BY DOWNLOADING OR USING ANY OF THE COMPONENTS OF THE AT&T SDK TOOLS OR BY
CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY
AND ARE ACCEPTING ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND BECOMING A
PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, DO NOT DOWNLOAD OR USE ANY COMPONENT OF THE AT&T SDK TOOLS.

License Terms & Conditions:  This Agreement limits the liability of AT&T 
please read this Agreement carefully.

Training, Installation & Consulting:   No training, installation or consulting
is included in the SDK Tools Agreement. In the event any of such services are
requested by You and if AT&T agrees to provide such services, the parties shall
enter into AT&T's standard agreement for such services and You shall pay AT&T's
then-current standard fees for such services.

This Agreement consists of this Cover Sheet, the attached General Terms and
Conditions and one attachment hereto ("Attachment A").  Unless expressly set
forth in an Attachment, the provisions of Attachment A shall not serve to amend
any of the provisions of the General Terms and Conditions and shall be construed
so as to be fully consistent with all of the provisions of the General Terms and
Conditions.

This Agreement shall become effective when Developer (the "Effective Date")
downloads any component of the AT&T SDK Tools and shall continue in effect for a
period of time (the "Term") which commences on the Effective Date and ends one
(1) year thereafter ("Termination Date"), unless earlier terminated in
accordance with the provisions of the Agreement.  The Agreement shall be
automatically renewed by the continued use of the SDK Tools by the Developer
until terminated or when the Developer stops using the SDK Tools and deletes
them from its possession.

The following terms and conditions shall govern Developer's borrowing and use of
the AT&T Software Development Kit Tools (hereinafter "SDK Tools") and related
documentation described in Attachment A:
   
1.  AT&T hereby loans to Developer, and Developer accepts, the AT&T SDK Tools
for use by Developer during the Term solely in accordance with this Agreement.
Subject to this Agreement, AT&T hereby grants Developer a non-exclusive, non-
transferable revocable, royalty-free right and license, during the Term, to use
the AT&T SDK Tools internally within the Developer's company to test and
evaluate the operation and performance of any of Developer's Application or
mobile software.  After the Term, Developer, at its expense, shall promptly
return the AT&T SDK Tools to AT&T or destroy them as requested by AT&T.  As used
in this Agreement, a Developer's Application shall mean software that runs on
smartphones, mobile phones or mobile devices (including tablets). Mobile
applications are designed to educate, entertain, or assist users in their daily
lives.  Software comprising a Developer's Application is contrasted with and
shall not mean 'system software' and 'middleware,' which manage and integrate a
computer's capabilities, while not directly applying in the performance of tasks
that benefit the user. The 'system software' serves the Developer's Application,
which in turn serves the user. 2.  Developer shall obtain permission from a
mobile device user before evaluating any user data related to such user's use of
Developer's Application or mobile software when such user data is obtained using
any component of the AT&T SDK Tools installed on a mobile handset/device and
connected or linked to a Developer or other server.  Under no circumstances
shall Developer obtain any mobile device user's personal identifiable
information or location without first obtaining permission from such user.  Any
breach of this provision shall be considered a Material Breach and grounds for
immediate termination of this Agreement including cessation of the use and
return of all AT&T SDK Tools.

3.  AT&T shall retain all right, title and ownership interests to the AT&T SDK
Tools (specifically excluding any Developer data and Developer's Application or
mobile software) and no interest in the AT&T SDK Tools is transferred to
Developer.  Except as expressly authorized under this Agreement, Developer shall
not use, copy, distribute, disassemble, modify, prepare derivative works based
on, display, perform or transfer the AT&T SDK Tools or documentation provided
therewith, and no licenses are granted or implied for such purposes.

4.  This Agreement, including all rights granted to Developer, shall terminate
at the conclusion of the Term, unless terminated sooner by either Party.  Either
Party may terminate this Agreement, with or without cause, at anytime which
shall be effective immediately upon issuance of written notice to the other.
Unless any written notice from AT&T shall provide otherwise, upon expiration or
termination of this Agreement, Developer shall return all items furnished by
AT&T and, if AT&T requests, certify to AT&T the destruction of same.
Developer's obligations under this Agreement, including its obligation under
Sections 3, 5, 6, 7, 9-15, and 17 shall survive and continue after expiration or
termination.

5.  AT&T and Developer shall each bear their respective costs and expenses
incurred in connection with this Agreement.  Neither this Agreement nor the
furnishing of the SDK Tools hereunder shall constitute or imply any promise,
commitment or intention to (in the case of Developer) make any present or future
use of the AT&T SDK Tools by Developer to improve any of Developer's mobile
software or for any other reason; or (in the case of AT&T) to offer the AT&T SDK
Tools (or any commercial version of same) to Developer following the expiration
or termination of this Agreement.

6.  Developer shall hold the AT&T SDK Tools, and any written information
furnished by AT&T to Developer in furtherance of this Agreement (collectively,
hereinafter, "AT&T Confidential Information"), in confidence for AT&T and shall
only use the AT&T Confidential Information for the purpose permitted under this
Agreement.  Developer shall not de-compile, reverse engineer, disassemble or
attempt to derive the source code of, all or any portion of the computer
programs that comprise the AT&T SDK Tools.  Developer shall not make any
disclosure of all or any portion of the AT&T Confidential Information to anyone,
except to Developer's employees to whom disclosure is necessary for Developer's
permitted use, provided that any disclosure or use of the AT&T Confidential
Information by such persons in violation of this Agreement shall be deemed a
breach of this Agreement by Developer.  Developer's obligations under this
Section 6 shall not apply to any information that: (i) is or becomes available
without restriction to the general public by acts not attributable to Developer
or its employees; (ii) was rightfully in Developer's possession without
limitation on disclosure before disclosure hereunder to Developer; (iii) is
rightfully disclosed to Developer by a third party without restrictions on
disclosure; or (iv) is independently developed by Developer as evidenced by
documents in  Developer's possession.

7.  As used in this Agreement, the term "Feedback" means any suggestions,
improvements, observations, comments, testing comments, and other evaluation
information relating to the AT&T SDK Tools, that may be provided by Developer to
AT&T from time to time, either orally or in writing.  Notwithstanding the above,
Feedback shall not be deemed to include any computer software or algorithms
developed, owned or licensed by Developer that existed as of or subsequent to
the Effective Date of this Agreement.  Nothing in this Agreement shall require
Developer to provide any Feedback to AT&T.  Subject to the terms of this
Agreement including the definition of "Feedback" provided herein, Developer
agrees that AT&T shall be entitled to use any Feedback that may be provided by
Developer to AT&T for any purpose, including but not limited to modification and
improvement of AT&T's SDK Tools based on such Feedback, without compensation to
Developer, and that AT&T shall own the intellectual property rights relating to
any such modifications and improvements created by AT&T.

8.  You may not use the AT&T SDK Tools to intentionally write or distribute any
Application that interferes with, disrupts, damages, or accesses in an
unauthorized manner the servers, networks, or other properties or services of
AT&T or any third party including, but not limited to, any mobile communications
carrier (Malicious Activities). You may not use any Component to create an
Application or other program that would intentionally disable, hack or otherwise
interfere with any security, digital rights management, digital signing,
verification or authentication mechanisms implemented by or for AT&T, a user, or
a third party, nor can You enable others to do so.  You agree that any
Application You develop shall be free of any viruses, worms, time bombs, Trojan
horses, other harmful, malicious or destructive code, or any software disabling
devices, time-out devices, counter devices and devices intended to collect data
regarding usage of Application.  If you intentionally participate in Malicious
Activities, AT&T shall have the immediate and automatic right to terminate your
usage of the SDK Tools and this Agreement without further notice to you.  You
also agree that AT&T shall have the right to prevent your Application from
operating on the AT&T or any other network.  AT&T shall also seek any and all
further remedies available to it.

9.  You may not assert against AT&T or any of its affiliates or authorized
representatives, and hereby waive, any claim for infringement or
misappropriation of any rights protectable under intellectual property law
anywhere in the world, including rights under patent, copyright, trade secret or
trademark law, solely related to the AT&T SDK Tools.

10. AT&T GRANTS DEVELOPER THE RIGHT TO USE THE AT&T SDK TOOLS ON AN "AS IS"
BASIS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, AT&T DOES NOT MAKE, AND EXPRESSLY
DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF
ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE
OR NON-INFRINGEMENT.

11. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WILL DEFEND, INDEMNIFY AND HOLD
HARMLESS AT&T, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, DAMAGES,
COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) RESULTING FROM THIRD
PARTY CLAIMS, ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR ACCRUING FROM (1)
YOUR INTERNAL USE OF THE AT&T SDK TOOLS SOLELY FOR THE DEVELOPMENT OF YOUR
APPLICATION, (2) ANY APPLICATION YOU DEVELOP THAT INFRINGES ANY COPYRIGHT,
TRADEMARK, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OR THE MISAPPROPRIATION
OF A TRADE SECRET OR TRADE DRESS OF ANY PERSON OR THAT DEFAMES ANY PERSON OR
VIOLATES THEIR RIGHTS, INCLUDING RIGHTS OF PUBLICITY OR PRIVACY; OR (3) ANY NON-
COMPLIANCE BY YOU WITH THIS AGREEMENT.

12. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ACTS AND OMISSIONS AND THE ACTS
AND OMISSIONS OF ITS EMPLOYEES AS A RESULT OF ANY ACTIONS TAKEN UNDER THIS
AGREEMENT.   IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY
THIRD PARTY FOR ANY LOSS, CLAIM, DAMAGE OR LIABILITY, OF WHATSOEVER KIND OR
NATURE, WHICH MAY ARISE FROM OR IN CONNECTION WITH THIS AGREEMENT.

13. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER ARISING, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, USA, applicable to agreements made and to be
performed wholly therein without regard to its conflicts of law rules.

15. Any and all controversies or claims of any nature arising out of or relating
to this Agreement or the breach, termination or validity thereof, whether based
on contract, tort, statute, fraud, misrepresentation or any other legal or
equitable theory (the "Claim") shall be resolved solely and exclusively by
arbitration by the CPR Institute for Dispute Resolution ("CPR") in accordance
with the provisions of the CPR Rules for Non-Administered Arbitration to the
extent such rules do not conflict with this paragraph and Agreement.

16. Developer shall not, in connection with its use of the AT&T SDK Tools,
reference AT&T, its trade names, trademarks, service marks or any other indicia
of origin owned by AT&T, or indicate that Developer's products or services are
in any way sponsored, approved or endorsed by AT&T.  For clarity, this
restriction shall not impact any other rights Developer has under separate
agreements with AT&T.    Developer shall not cause to be issued or released for
publication any articles, advertising, packaging, press releases, or other
publicity mentioning or implying the AT&T in connection with the subject matter
of this Agreement.

17. If any section of this Agreement, or portion thereof, is found by competent
judicial authority to be invalid, illegal, or unenforceable in any respect, then
that section in every other respect, and the remainder of this Agreement and its
Attachments, shall continue in effect.

18. AT&T may modify or amend the terms of this SDK Tools Agreement at any time,
with notice to You, by prominently posting a copy of the modified or amended
License available through any of the Tools or at AT&T Developer's Portal solely
for additional tools and/or resources made available to you.  You will be deemed
to have agreed to any such modification or amendment by Your decision to use
such additional or new tools and/or resources available through the AT&T
Developer Portal following the date in which the modified or amended Agreement
is made available through the SDK Tools site or the AT&T Developer's Portal.


END OF GENERAL TERMS AND CONDITIONS
