From 6bd54bd9d8c1a541f0fcd4823170766194099053 Mon Sep 17 00:00:00 2001 From: "Joshua E. Jodesty" Date: Mon, 7 Jan 2019 20:27:30 -0500 Subject: [PATCH] LICENSE.txt --- LICENSE.txt | 150 ++++++++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 150 insertions(+) create mode 100644 LICENSE.txt diff --git a/LICENSE.txt b/LICENSE.txt new file mode 100644 index 0000000..b5d9242 --- /dev/null +++ b/LICENSE.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