diff --git a/licenses/AGREEMENT.txt b/licenses/AGREEMENT.txt deleted file mode 100644 index b5d9242..0000000 --- a/licenses/AGREEMENT.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 diff --git a/licenses/LICENSE b/licenses/LICENSE deleted file mode 100644 index 04c5891..0000000 --- a/licenses/LICENSE +++ /dev/null @@ -1,119 +0,0 @@ -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 diff --git a/setup.py b/setup.py index 1dfe6f9..fee44eb 100644 --- a/setup.py +++ b/setup.py @@ -17,7 +17,7 @@ setup(name='cadCAD', long_description=long_description, url='https://github.com/BlockScience/DiffyQ-SimCAD', author='Joshua E. Jodesty', - author_email='joshua@block.science', + author_email='joshua@block.science, joshua.jodesty@gmail.com', # license='LICENSE', packages=find_packages() ) \ No newline at end of file