From 16fc3247732fa2b19ecc28eef95ee832b00e60e4 Mon Sep 17 00:00:00 2001 From: "Joshua E. Jodesty" Date: Tue, 8 Jan 2019 18:59:27 -0500 Subject: [PATCH] removed LICENSE.txt --- LICENSE.txt | 150 ---------------------------------------------------- 1 file changed, 150 deletions(-) delete mode 100644 LICENSE.txt diff --git a/LICENSE.txt b/LICENSE.txt deleted file mode 100644 index b5d9242..0000000 --- a/LICENSE.txt +++ /dev/null @@ -1,150 +0,0 @@ -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