CORDA ENTERPRISE NETWORK MANAGER – SOFTWARE EVALUATION LICENSE AGREEMENT
Last updated: June 5, 2020
This Software Evaluation License Agreement (this “Agreement”) is entered into by and between R3 LLC (“R3”) and you (the “Licensee”) with respect to the Corda Enterprise Network Manager (the “Corda Enterprise Network Manager”). Corda Enterprise Network Manager is composed of the following: (i) the “Identity Manager Service,” which is that service which receives certificate signing requests from prospective CorDapp users and reviews the information submitted by the requestor, and (ii) the “Network Map Service,” which is that service which accepts digitally signed documents describing network routing and identifying information from CorDapp users and makes this information available to other CorDapp users. This is a legal agreement between you and us, so please read it carefully. By clicking the “I Agree” button below, you agree to these terms.
1. License; Modification; Authorized Users; Unauthorized Access.
1.1 License Grant. Subject to the terms and conditions of this Agreement, R3 hereby grants to Licensee, and Licensee hereby accepts, a royalty-free, revocable, limited, non-exclusive, non-transferable, non-sublicensable (except as permitted in the remainder of this Section 1.1) license to use the Corda Enterprise Network Manager (in object code or binary form only, in each case solely as provided by Licensor) and R3’s current standard documentation associated therewith (the “Documentation”), solely for purposes of internal testing and evaluation of the Corda Enterprise Network Manager and of demonstrating the functions and features of the Corda Enterprise Network Manager (“Demonstration Purposes”) solely in connection with applications developed by Licensee (“CorDapps”), and not for any other purpose. For the sake of clarity, Licensee agrees that it shall not use the Corda Enterprise Network Manager for commercial, production (other than with respect to duplicative live data used solely for evaluation purposes in a non-production environment) or revenue-generating activities. Licensee further agrees and acknowledges that the Corda Enterprise Network Manager Software is a pre-production version that has not been designed for deployment. Except for the foregoing license, nothing herein shall be construed to transfer to Licensee any rights, title or interest in or to the Corda Enterprise Network Manager, including without limitation, intellectual property rights therein. Licensee may sublicense the license rights granted herein to any entity that controls, is controlled by, or is under common control, in each case either directly or indirectly with Licensee, where “control” means the ownership of, or the power to vote, more than 50% of the voting stock, shares or interests of the relevant entity (collectively, “Affiliates”).
1.2 Breach by Affiliates. Licensee shall be responsible for any breach or default by any Affiliate of Licensee of any terms or conditions of this Agreement applicable to Licensee.
1.3 Modification/Reverse Engineering. Licensee shall not alter, modify, enhance, adapt, reverse engineer, disassemble, or make works derived from any version of the Corda Enterprise Network Manager or attempt to generate or access the source code for the Corda Enterprise Network Manager, whether by converting, translating, decompiling, disassembling or merging any part of the Corda Enterprise Network Manager with any other software.
1.4 Access. Licensee shall not make the Corda Enterprise Network Manager available to anyone other than Licensee’s employees, consultants and independent contractors and shall take all steps necessary to ensure that no person or entity shall have unauthorized access to the Corda Enterprise Network Manager, including implementing industry standard technical measures to restrict access that are in no event less than the measures employed to protect Licensee’s and its Affiliates’ own proprietary technology.
1.5 Updates and Modifications. Licensee acknowledges and agrees that R3 may make available to Licensee modifications or updates to the Corda Enterprise Network Manager or the Documentation from time to time, including by posting a link or otherwise providing access allowing Licensee to download such modifications or updates. Licensee agrees to implement such modifications and updates within any required time period specified by R3 in connection with the notice of such modification or update, or if no time period is specified, within 30 days; provided that Licensee may continue to use prior versions of the Corda Enterprise Network Manager solely for purposes of testing and certifying against newer versions. Licensee expressly acknowledges that such modifications may change the functionality of the Corda Enterprise Network Manager and integration with other systems, and may not be backward compatible with earlier versions of Corda Enterprise Network Manager. Licensee acknowledges and agrees that in the event any updates to the Corda Enterprise Network Manager are required by Licensor or otherwise needed, Licensee shall be responsible for making such changes to allow the Corda Enterprise Network Manager’s continued operations.
2. Term. This Agreement and the licenses granted hereunder shall take effect on the Effective Date and shall continue for a period of three (3) months, unless terminated in accordance with the terms of this Agreement (the “Evaluation Period”).
3. No License Fees. There is no charge for the use of the Corda Enterprise Network Manager for testing or Demonstration Purposes during the Evaluation Period as provided in this Agreement.
4. No Support Services. No support services are provided under this Agreement. Any support services will be provided under a separate agreement.
5. Use and Ownership; Feedback.
5.1 Ownership. Licensee acknowledges and agrees that the Corda Enterprise Network Manager is owned by or licensed to R3 and embodies a valuable trade secret asset of R3. Except as expressly licensed herein, Licensee agrees that all right, title, and interest in and to the Corda Enterprise Network Manager and Documentation, including without limitation, all copyrights, trade secrets and other intellectual property rights pertaining thereto, will remain solely vested in R3; and as between R3 and Licensee, R3 shall own and hold all intellectual property rights in and to the Corda Enterprise Network Manager and the Documentation. R3 retains all rights not expressly granted herein. No implied licenses shall flow from this Agreement.
5.2 Feedback. Licensee will provide R3 with reasonable feedback relating to errors, problems or defects that it and any of its Affiliates identify in the ordinary course of evaluating the Corda Enterprise Network Manager for their own use (“Feedback”). The parties acknowledge and agree that Feedback shall constitute R3’s Confidential Information, and Licensee agrees that any such Feedback and associated intellectual property rights shall be voluntarily given and will become the property of R3, and hereby assigns and agrees to assign all right, title and interest in and to such Feedback and associated intellectual property rights to R3. Neither Licensee nor its Affiliates shall have any liability whatsoever from the creation or provision of Feedback.
5.3 Trademarks. Nothing in this Agreement shall operate to give Licensee the right to use, and Licensee shall not use, any of R3’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without R3’s prior written consent.
6.1. Nondisclosure. Each party shall retain the Confidential Information (as defined below) of the other party in the strictest confidence and shall not disclose the Confidential Information of the other party to any third party without the other party’s prior express written consent. Neither party shall use the Confidential Information of the other party for any purpose not related to the purpose of this Agreement, and shall limit access to the Confidential Information of the other party to those of its employees and agents whose work responsibilities require such access. Each party shall ensure that it, its Affiliates and each of their employees, consultants and independent contractors who have access to the Confidential Information of the other party are aware of and comply with the terms of this Section 6.1. The nondisclosure obligations set forth in this Section 6 shall survive for a period of three (3) years following termination or expiration of this Agreement.
6.2. Confidential Information. “Confidential Information” means any data, documentation, Corda Enterprise Network Manager, source code, algorithms, inventions, know-how, ideas, product pricing information, business methods, and/or any information disclosed by a party as a result of this Agreement, including, but not limited to, the Corda Enterprise Network Manager and Documentation (in the case of R3). Confidential Information does not include information which is: (1) in the public domain at the time of disclosure or becomes available thereafter to the public without restriction and not as a result of the act or omission of the recipient; (2) rightfully obtained by the recipient from a third party without restriction as to disclosure; (3) lawfully in the possession of the recipient at the time of disclosure and not otherwise subject to restriction on disclosure; or (4) approved for release in writing by the disclosing party.
7. Default and Termination.
7.1 Termination. Either party may terminate this Agreement at any time by giving the other party thirty (30) days prior notice. R3 may terminate this Agreement immediately upon notice to Licensee if: (a) Licensee or any of its Affiliates fail to comply with any material term or condition of this Agreement and such non-compliance is not corrected to R3’s satisfaction within ten (10) days after written notice of the non-compliance (unless such breach is incapable of being cured, in which case R3 may terminate this Agreement immediately); or (b) Licensee is liquidated or dissolved, or becomes insolvent, or suffers a receiver or trustee to be appointed for it, or makes an assignment for the benefit of creditors or institutes or has instituted against it any proceeding under any law relating to bankruptcy or insolvency or the reorganization or relief of debtors.
7.2 Effect of Termination. Upon expiration or termination of this Agreement for any reason, Licensee and each of its Affiliates shall immediately cease using the Corda Enterprise Network Manager and Documentation and all other Confidential Information of R3 provided pursuant to this Agreement, and either return to R3 or destroy all physical and electronic copies thereof. In addition, Licensee shall uninstall, delete or remove the Corda Enterprise Network Manager in its possession or control, including any copies thereof, from any and all computers, media or other devices within five (5) days, unless the Term of this Agreement is extended upon agreement by both parties. Notwithstanding the foregoing, Licensee and its Affiliates shall not be required to return or destroy electronic copies of Confidential Information created pursuant to automatic archival backup procedures which cannot reasonably be deleted; provided that they shall not make any effort to access or reconstruct the Confidential Information in such computer records or files. Sections 1.2, 1.3, 1.4, 5.1, 5.2, 6, 8, 9, and 10 and this Section 7.2 shall survive and remain effective after any termination of this Agreement.
8. Disclaimer of Warranties. THE CORDA ENTERPRISE NETWORK MANAGER IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR INDEMNITY OF ANY KIND INCLUDING ANY REPRESENTATION OR WARRANTY RELATED TO NONINFRINGEMENT, EITHER EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. R3 MAKES NO WARRANTY OR REPRESENTATION THAT LICENSEE’S OR ANY OF ITS AFFILIATES’ USE OF THE CORDA ENTERPRISE NETWORK MANAGER WILL MEET LICENSEE’S OR ANY OF ITS AFFILIATES’ REQUIREMENTS, WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL NOT INTERFERE WITH OR INFRINGE UPON THE RIGHTS OF ANY THIRD PARTY.
9. Limitation on Liability; Indemnity by Licensee.
9.1 Limitation on Liability. R3 shall have no liability, whether in contract, tort, or otherwise, arising out of or in connection with this Agreement or the use of the Corda Enterprise Network Manager (whether or not in the manner permitted by this Agreement). R3 shall under no circumstances be liable for any claims, demands, costs, or liabilities of any kind whatsoever alleging that the Corda Enterprise Network Manager infringes the intellectual property rights of any third party. R3’s AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE CORDA ENTERPRISE NETWORK MANAGER AND DOCUMENTATION OR OTHERWISE SHALL IN NO EVENT EXCEED USD$50.00. IN NO EVENT SHALL R3 BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR TORT DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THE CORDA ENTERPRISE NETWORK MANAGER OR THE PERFORMANCE OF THE CORDA ENTERPRISE NETWORK MANAGER EVEN IF R3 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Indemnification by Licensee. Licensee acknowledges that R3 is licensing the Corda Enterprise Network Manager on a royalty-free as-is basis and without any warranties of any kind. Licensee shall indemnify R3 against any third party claims, demands, costs, or liability of any kind caused by, relating to or arising from (i) the use of the Corda Enterprise Network Manager, (ii) the failure of any Modification of Licensee to properly interact with the Corda Enterprise Network Manager, and (iii) any claim that any Modification of Licensee or portion thereof infringes any intellectual property right of any third party.
10.1 Audit Rights. Upon ten (10) days written notice, R3 may audit Licensee’s and each of its Affiliates use of the Corda Enterprise Network Manager in accordance with this Agreement. Licensee agrees, and will ensure that each of its applicable Affiliates agrees, to cooperate with R3’s audit and provide reasonable assistance and access to information concerning Licensee’s use of Corda Enterprise Network Manager.
10.2 Notices. All notices to be provided by R3 under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to the contact mailing address provided by Licensee to R3; or (b) electronic mail to the electronic mail address in connection with your execution of this Agreement. All notices to be provided by Licensee under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to 11 West 42nd Street, Floor 8, New York NY 10036, Attention: Legal; or (b) electronic mail to Legal@r3.com. All notices shall be deemed to have been given (i) immediately upon delivery by electronic mail if sent at or before 5:00 p.m. local time of the recipient on a working day, or on the following working day if sent later than 5:00 p.m. local time of the recipient, or (ii) two working days after being deposited with a nationally recognized overnight courier service.
10.3 Severability. If provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction under any applicable statute or rule of law, the parties agree to negotiate in good faith to draft a new provision that comports with the original intent of the parties.
10.4 Modification. This Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Agreement may not be given without the written consent of R3 and Licensee.
10.5 Remedies. Except as provided herein, no remedy in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referenced herein or otherwise available at law, in equity or otherwise.
10.6 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws, and without regard to the United Nations Convention on the International Sale of Goods. In the event of a controversy, claim, or dispute between the parties arising out of or relating to this Agreement, such controversy, claim, or dispute shall be tried exclusively in the courts of the State of New York. Each of the parties hereby waives any defense of lack of in personam jurisdiction, improper venue, and forum non conveniens, and agrees that service of process from any such court may be made upon each of them by personal delivery or by mailing certified or registered mail, return receipt requested, to the other party at the address provided herein. Both parties hereby submit to the jurisdiction of such courts, to the exclusion of any other courts which may have had jurisdiction apart from this Section 11.6. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.
10.7 Assignment. Without the express written consent of R3, this Agreement is not assignable or otherwise transferable by Licensee, including without limitation any transfer in connection with an acquisition in whole or in part of Licensee (or any of Licensee’s assets) or as a result of a merger, consolidation, reorganization, bankruptcy or change of control, or by operation of law. Any purported assignment or transfer made without R3’s written consent shall be void and shall constitute a material breach of this Agreement.
10.8 Equitable Relief. The covenants and agreements of Licensee in Sections 6.1, 7 and 8 of this Agreement, as well as the restrictions on use of the Corda Enterprise Network Manager set forth in Section 1, are of a special and unique character, and Licensee acknowledges that money damages alone may not reasonably or adequately compensate R3 for any breach of such covenants and agreements. Therefore, Licensee expressly agrees that in the event of the breach or threatened breach of any such covenants or agreements, in addition to other rights or remedies which R3 may have at law, in equity or otherwise, R3 shall be entitled to seek injunctive or other equitable relief compelling specific performance.
10.9 No Third Party Beneficiary. There are no third party beneficiaries intended by this Agreement.
10.10 Compliance with Laws. Licensee shall comply with all applicable laws governing the use of the Corda Enterprise Network Manager.
10.11 Export Controls. Licensee acknowledges that the Corda Enterprise Network Manager may be subject to the export control restrictions of the U.S. Export Administration Regulations (“EAR”) and Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”), and that the Corda Enterprise Network Manager may not be re-exported or otherwise retransferred except in accordance with the U.S. EAR and Regulation 428/2009. Additionally, Licensee agrees that, (a) absent appropriate authorization from the U.S. government, no Corda Enterprise Network Manager may be exported or re-exported: (i) into (or to a national or resident of) Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to a U.S. trade embargo; (ii) to any person or entity on the U.S. Treasury Department’s Specially Designated Nationals (“SDN”) List or the U.S. Department of Commerce’s Denied Parties List, nor to an entity more than 50% owned by a person or entity on the SDN List; or (iii) for any purpose or end-use that is otherwise prohibited by the U.S. EAR, and (b) absent appropriate authorization from the U.K. government, no Corda Enterprise Network Manager may be exported or re-exported: (i) into any country subject to European Union sanctions or restrictive measures; (ii) either directly or indirectly to any natural or legal person, body or entity listed as parties subject to European Union economic sanctions/restrictive measures; or (iii) for any purpose or end-use that is prohibited by Regulation 428/2009.
10.13 Data Processing/Transfer. If Licensee is established in the United Kingdom, a Member State of the European Economic Area, or Switzerland, the R3 HoldCo LLC Website Privacy Statement — Full Statement found at: https://www.r3.com/full-privacy-policy applies to the processing of any personal data.
10.15 Complete Agreement. The parties further agree that this Agreement sets forth the complete and exclusive statement of the agreement between the parties relating to the Corda Enterprise Network Manager and supersedes any and all prior agreements, whether written or oral, and all purchase orders and other correspondence and communications between the parties relating to the Corda Enterprise Network Manager or any part or version thereof.
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If you have any questions concerning this Agreement, please contact us at: firstname.lastname@example.org.