diff --git a/licenses/AGREEMENT.txt b/licenses/AGREEMENT.txt new file mode 100644 index 0000000..b5d9242 --- /dev/null +++ b/licenses/AGREEMENT.txt @@ -0,0 +1,150 @@ +SOFTWARE LICENSE AGREEMENT + +This Software License Agreement (the “Agreement”) is entered into as of December __ 2018, (the “Effective Date”) between +Dapper Labs, Inc., a Canadian corporation having its principal place of business at 980-350 Howe Street, +Vancouver, BC V6Z 1N9 (“DLI”) and BlockScience, Inc., a California corporation with an address at 471 McAuley Street, +Oakland, CA 94609 (“BlockScience”). This Agreement includes the attached Exhibit A. + +WHEREAS, DLI and BlockScience are parties to that certain Professional Services Agreement dated March 23, 2018 (the +“PSA”), pursuant to which BlockScience performed and is currently performing professional services and other development +work for DLI; + +WHEREAS, as part of BlockScience’s performance under the PSA, BlockScience developed certain “behaviour archetypes” and +“configuration of the Null Model”, which the parties agree are “Work Product” under the PSA; + +WHEREAS, the parties agree that BlockScience’s proprietary SimCAD software tool is considered “Contractor Technology” +under the PSA; and + +WHEREAS, the parties wish to enter into this Agreement to clarify DLI’s rights to use the SimCAD software tool on a +going-forward basis. + +NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DLI +and BlockScience agree as follows: + +1. DEFINITIONS + +(a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls, is +controlled by, or is under common control with, DLI. + +(b) “Documentation” means any manuals, documentation and other supporting materials related to the Software. +Documentation is considered part of the related Software. + +(c) “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, +trade marks, trade secrets, know-how and any other intellectual property rights recognized in any country or +jurisdiction in the world. + +(d) “Software” means the object and source code versions of BlockScience’s proprietary SimCAD software product more +fully described in Exhibit A. Software includes the applicable Documentation, as well as any Updates. + +(e) “Update” means any bug fix, error correction, patch, modification, enhancement, update, upgrade, replacement, +successor product, new version, new release, or derivative work of or to the Software. + +(f) “Zeus” means the decentralized synchronous computational network developed by DLI, as such name or reference may be +changed from time to time at DLI’s sole discretion. + +2. SOFTWARE LICENSE + +(a) License Grant. BlockScience hereby grants to DLI and its Affiliates a worldwide, non-exclusive, royalty-free, +irrevocable, perpetual license to (i) download, install, use, execute, access, copy, perform, and modify, the Software +in connection with the Zeus project; (ii) distribute and display the Software internally amongst DLI and its Affiliates, +its and their employees, contractors, and agents, subject to the use of reasonable efforts to maintain the confidential +status of the non-public aspects of the Software display; and (iii) create derivative works of the Software in +connection with the Zeus project, provided that any such derivative works may only be used in connection with the Zeus +project. For the sake of clarity, nothing in this Agreement (including, without limitation, this Section 2) will create +any liability to DLI for or restrict DLI’s ability to externally distribute python scripts containing the “input” +configuration files specific to the Zeus project, as well as the notebooks with the resulting “output” data from the +Software, all of which may be distributed, displayed, and shared publicly at DLI’s discretion. + +(b) Ownership; Limited Rights. As between the parties, BlockScience owns and retains all right, title and interest in +and to the Software, and all Intellectual Property Rights therein. DLI’s rights in the Software are limited to those +expressly granted in Section 2(a) and in the PSA. BlockScience reserves all rights and licenses in the Software not +expressly granted to DLI herein and in the PSA. + +(c) Delivery. BlockScience will deliver a copy of the Software and Documentation to DLI on the Effective Date. The +delivery may be made in electronic form, or via hardcopy medium (e.g., a CD). + +(d) Updates. BlockScience will deliver Updates to DLI as and when such Updates become available. The obligation to +deliver Updates will continue for as long as the PSA remains in force; upon termination or expiration of the PSA, +BlockScience’s obligation to provide Updates will automatically terminate. + +(e) Support. BlockScience will provide reasonable technical support for the Software, to help DLI manage any support +issues that arise. The obligation to provide support will continue for as long as the PSA remains in force; upon +termination or expiration of the PSA, BlockScience’s obligation to provide support will automatically terminate. + +3. NO FEES. + +There are no fees owed by DLI for the license granted or the Updates or support provided by BlockScience +pursuant to this Agreement. Each party will bear its own costs and expenses arising out of or relating to its +obligations, efforts and performance under this Agreement. + +4. LIMITED WARRANTY; DISCLAIMER + +(a) Limited Warranty. BlockScience represents and warrants as follows: (i) that it has the right to enter into this +Agreement, and to perform its obligations hereunder, without violating the terms of any other agreement; (ii) that the +Software, and any Updates, do not and will not infringe, violate, or misappropriate the Intellectual Property Rights of +any third party; (iii) that the Software and any Updates do not and will not contain any virus, malware, spyware, trojan +horse, or other malicious code; and (iv) that the Software and each Update will substantially conform to its +Documentation. + +(b) Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BLOCKSCIENCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR +IMPLIED, RELATED TO THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR +PURPOSE. + +5. TERM & TERMINATION + +(a) Term. This Agreement begins on the Effective Date, and will continue in effect until one of us terminates it in +accordance with Section 5(b). + +(b) Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term or +condition of this Agreement, and the breaching party fails to cure the breach within thirty (30) days of receiving +written notice of it. + +(c) Survival. Sections 2 through 7 will survive termination or expiration of this Agreement. + +6. INDEMNIFICATION. + +BlockScience will defend, indemnify, and hold DLI harmless from and against any claim, damage, loss, +liability, expense and cost (including, without limitation, reasonable attorneys’ fees) incurred by or brought against +DLI arising out of or related to: (i) any claim that the Software infringes or misappropriates the Intellectual Property +Rights of that third party; or (ii) BlockScience’s breach of its limited warranties in Section 4(a). + +7. GENERAL TERMS + +(a) Entire Agreement; Waiver. This Agreement is the entire understanding of the parties, and supersedes any and all +prior agreements or understandings between the parties as to its subject matter. It may be amended or modified, or +provisions waived, only in a writing signed by both parties. The waiver of a breach of any provision of this Agreement +will not operate or be interpreted as a waiver of any other or subsequent breach. + +(b) Acknowledgement. BlockScience acknowledges and agrees that the “behaviour archetypes” and “configuration of the Null +Model” referenced in the PSA are considered “Work Product” under the PSA. + +(c) Governing Law. This Agreement will be construed, interpreted and applies in accordance with the internal laws of +British Columbia, Canada (excluding its body of law controlling conflicts of law). Any legal action or proceeding +arising under or related to this Agreement will be brought exclusively in the federal or provincial courts located in +Vancouver, British Columbia, and the parties irrevocably consent to personal jurisdiction and venue there. + +(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, that +provision will be enforced to the maximum extent permitted by law, and the remaining provisions will continue in full +force and effect. + +(e) Miscellaneous. This Agreement may be executed in one or more counterparts, with the same effect as if the parties +had signed the same document. Each counterpart so executed will be deemed to be an original, and all such counterparts +will be construed together and will constitute one Agreement. The prevailing party in any action or legal proceeding +arising out of this Agreement will be entitled to recover from the other party all reasonable costs and expenses +incurred in connection with such action or proceeding, including reasonable attorneys’ fees and court costs. In the +event of a direct conflict between the terms of this Agreement and the PSA with respect to the DLI’s rights in and to +the Software, the terms of this Agreement will control. + +EXHIBIT A + +SOFTWARE + +Software Name: SimCAD tool + +Software Description: SimCAD is a Monte-Carlo based simulation software package for research, validation, and +Computer Aided Design of economic systems. An economic system is treated as a state based model and defined +through a set of endogenous and exogenous state variables which are updated through mechanisms and +environmental processes, respectively. Behavioral models, which may be deterministic or stochastic, provide the +evolution of the system within the action space of the mechanisms. Simulations can be run with a range of initial +conditions and parameters for states, behaviors, mechanisms, and environmental processes to understand and +visualize network behavior under various conditions. \ No newline at end of file diff --git a/licenses/LICENSE.txt b/licenses/LICENSE.txt new file mode 100644 index 0000000..04c5891 --- /dev/null +++ b/licenses/LICENSE.txt @@ -0,0 +1,119 @@ +TRIAL LICENSE AGREEMENT + +BACKGROUND + +Company has developed and intends to market and license a certain software product and service called ”SimCAD” which, +among other things, is a scientific engineering simulation tool (“Software”). Company wishes to provide access, on a +trial basis, to users of a “beta” version of the Software to test and provide feedback to Company. Licensee wishes to +participate in Company’s beta trial of the Software and to provide feedback to Company with respect to Licensee’s use +thereof. + +Accordingly, the parties hereby agree as follows: + +1. BETA PRODUCT. + +This Agreement applies to any pre­release version of the Software and any updates and changes thereto during the Term +(collectively, “Beta Product”). As an essential condition of this Agreement, Licensee understands and acknowledges that: +(a) Licensee is participating in a beta test of the Beta Product; (b) the Beta Product has not been field tested or +trialed; and (c) the Beta Product may not operate properly or be error free and may not perform all functions for +which it is intended or represented. + +2. FEEDBACK. + +As a condition of this Agreement, during the Term of this Agreement, Licensee agrees to provide Company with comments, +feedback, criticisms, and suggestions for changes to the Beta Product (“Feedback”), and to help Company identify errors +or malfunctions, and performance issues, in the operation of the Beta Product, as Company may reasonably request. All +rights to any Feedback or other intellectual property derived from Licensee’s use of or relating to the Beta Product, +as well any data collected from the use of the Beta Product, belong solely to Company and Licensee hereby irrevocably +assigns all such rights to Company. Company reserves the right to use all Feedback and data collected as a result of the +use of the Beta Product to advertise and promote the Company and the Software. + +3. LICENSE AND RESERVATION OF RIGHTS. + +3.1 Subject to the terms and conditions set forth in this Agreement, Company hereby grants Licensee, and Licensee +accepts, during the Term, a non­exclusive, royalty­free, revocable, non­transferable, limited license to access and use +the Beta Product for its internal, non­commercial use for evaluation purposes only, and to give permission to employees +of Licensee and employees of Licensee’s subsidiaries (“Permitted Users”) to use the Beta Product in accordance with the +foregoing. + +3.2 The Beta Product and the Software comprise the intellectual property of Company. All right, title and interest in +and to the Beta Product (and, more generally, in and to the Software), and to all Feedback and data arising from its +use, in whole or in part, and all patent, copyright, trade­marks, trade secret and all other intellectual and industrial +property rights therein and the structure, sequence and organization of same, and the media on which such material is +contained belong exclusively to Company. Licensee and its Permitted Users will not, directly or indirectly: reverse +engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, +ideas, know­how or algorithms relevant to the Beta Product; modify, adapt, alter, edit, correct, translate, publish, +sell, transfer, assign, convey, rent, lease, loan, pledge, sublicense, distribute, export, enhance or create derivative +works based on the Beta Product; or remove, alter, cover or otherwise obscure any proprietary notices or labels +displayed on or within the Beta Product any documentation relating thereto. + +4. DISCLAIMER. + +4.1 COMPANY MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE BETA PRODUCT, +INCLUDING, BUT NOT LIMITED TO, THE AVAILABILITY, QUALITY OR PERFORMANCE OF THE BETA PRODUCT. COMPANY SPECIFICALLY +DISCLAIMS ALL EXPRESS, STATUTORY AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION (A) THE IMPLIED +WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON­INFRINGEMENT, (B) ANY WARRANTIES AGAINST HIDDEN +OR LATENT DEFECTS, (C) AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE AND (D) ANY +WARRANTY OR REPRESENTATION THAT THE BETA PRODUCT IS ERROR­FREE, VIRUS­FREE, SECURE, UNINTERRUPTED, OR FREE FROM +UNAUTHORIZED ACCESS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTY HACKERS OR DENIAL OF SERVICE ATTACKS). THE BETA PRODUCT +IS SUPPLIED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY. + +4.2 NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOSS +(INCLUDING DEATH AND PERSONAL INJURY), IRRESPECTIVE OF THEIR CAUSE, NOTWITHSTANDING THAT A PARTY HAS BEEN ADVISED OF THE +POSSIBILITY OF SUCH LOSS OR DAMAGE, NOR FOR ANY CLAIMS FOR SUCH LOSS OR DAMAGE INSTITUTED AGAINST A PARTY OR ITS +CUSTOMERS BY ANY THIRD PARTY. + +5. CONFIDENTIALITY + +5.1 All Confidential Information disclosed by either party shall be kept by the receiving party in strict confidence and +shall not be disclosed to any third party without the disclosing party’s express written consent. For purposes of this +Agreement, “Confidential Information” means all information regarding either party’s business which has been marked or +is otherwise communicated as being “proprietary” or “confidential” or which reasonably should be known by the receiving +party to be proprietary or confidential information. Without limiting the generality of the foregoing, Confidential +Information of Company includes non­public information regarding features, functionality and performance of the Beta +Product, including all Feedback and related data. Notwithstanding the foregoing, each party’s confidentiality +obligations hereunder shall not apply to information that: (a) is already known to the receiving party without a +pre­existing restriction as to disclosure; (b) is or becomes publicly available without fault of the receiving party; +(c) is rightfully obtained by the receiving party from a third party without restriction as to disclosure, or is +approved for release by written authorization of the disclosing party; (d) is developed independently by the receiving +party without use of the disclosing party’s Confidential Information; or (e) is required to be disclosed by law or +regulation, including, but not limited to, supplying such information or making such statements or disclosures relating +to this Agreement before any competent court, governmental agency or authority in response to a lawful requirement or +request from a court of governmental agency or authority, provided that the disclosing party shall give the other party +prompt notice of such request, to the extent practicable, so that the other party may seek (at its sole cost and +expense) an appropriate protective order or similar relief. + +5.2 In the event of a breach of Sections 2, 3 or this Section 5, the non­breaching party shall be entitled to seek +equitable relief to protect its interests, including, but not limited to, injunctive relief. In the event of expiration +or earlier termination of this Agreement, each party shall immediately return to the other party such other party’s +Confidential Information, or at such other party’s option, destroy any remaining Confidential Information and certify +that such destruction has taken place. + +6. FEES; EXPENSES. + +Neither party shall be entitled to any compensation in connection with this Agreement or its use or provision of the +Beta Product. Each party shall bear its own costs and expenses arising from this Agreement and its use or provision of +the Beta Product, as the case may be. + +7. TERM OF AGREEMENT. + +This Agreement shall begin on the Effective Date and shall continue until it has been terminated (such period, the +“Term”). Either party shall have the right to terminate this Agreement at any time on one (1) month written notice to +the other party, or in the case of a breach of this Agreement by Licensee or its Permitted Users, Company may terminate +this Agreement immediately on written notice to Licensee. Upon termination of this Agreement, all rights granted to +Licensee (and any Permitted User) under this Agreement will immediately terminate and Licensee (and all Permitted Users) +must immediately cease all use of the Beta Product at such time. Notwithstanding any termination of this Agreement, +Sections 2, 3.2, 4, 5, 6, this Section 7 and Section 8 shall survive and remain binding on the parties. + +8. MISCELLANEOUS. + +This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All disputes +relating to this Agreement shall be resolved in the federal and state courts of New York County, New York and the +parties submit to the jurisdiction of such courts. This Agreement does not create any agency, partnership, or joint +venture relationship between Licensee and Company. This Agreement is the entire understanding of the parties with +respect to the subject matter hereof and supersedes any previous or contemporaneous communications, representations, +warranties, discussions, arrangements or commitments, whether oral or written with respect to such subject matter. This +Agreement cannot be amended except by a written amendment that expressly refers to this Agreement and is signed by an +authorized representative of each party. This Agreement may be executed in one or more counterparts, including via +facsimile or email (or any other electronic means such as “.pdf” or “.tiff” files), each of which shall be deemed an +original, and all of which shall constitute one and the same Agreement. \ No newline at end of file