Last update: December 2, 2019
- Purpose. Partner(s) and Quantstamp mutually desire to have Partner participate in the Smart Contract Security Alliance (“Alliance”) and contribute to the Alliance’s core mission to support healthy growth and adoption of blockchain applications including working together with each other and other members of the industry to develop accepted standards for creating and evaluating the security of smart contracts in accordance with these Participation Terms (“Purpose”).
- Meetings and Governance. Participants in the Alliance currently anticipate organizing one or more discussions on an ad hoc basis initially or on a periodic basis as further determined at a later time by Quantstamp. Discussions, content, and materials made available during such meetings shall be considered Licensed Materials, unless otherwise specified.
- Term and Renewal. The term of these Terms will begin on the earlier date (“Effective Date”) of (a) the first date the Licensed Materials (or any portion thereof) are accessed or used by You or (b) the date you and Quantstamp enter into Quantstamp’s MOU for participation in the Alliance and will continue until December 31, 2020 (the “Term”), unless earlier terminated as set forth herein. The Term may be renewed or extended if and as mutually agreed by the parties in writing.
- Termination for Convenience. Either party may terminate this Agreement, in whole or in part, by providing the other party with ten (10) days’ prior written notice.
- Survival. The terms and conditions of this Agreement that by their sense and context are intended to survive termination hereof will so survive, including the following Sections: 3.3, 4.2, and 5 through 15 inclusive.
Ownership; License Grants
- License. Subject to Section 4.2 below, Partner will have a strictly limited, non-exclusive, non-transferable, non-sublicensable, worldwide, personal license under copyright to the extent necessary to copy, display, perform, and distribute, without any right to modify or make derivative works, the Licensed Materials for the Purpose during the Term.
- License Restrictions. Except to the extent expressly set forth in Section 4.1, Partner shall not (and has no right to): alter or remove any copyright, trademark, or other proprietary notices or restrictive legends appearing in the Licensed Materials; sublicense (or purport to sublicense), distribute or disclose any of the Licensed Materials, in whole or in part, to any third party; distribute or otherwise provide all or any portion of the Licensed Materials for any usage beyond the scope of the Purpose or otherwise use or export any Licensed Materials in violation of applicable laws or regulations; to the extent applicable, decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works from the Licensed Materials or any portion thereof; attempt to circumvent any security measures or technical limitations; use the Licensed Materials or any associated data or content in any manner or for any purpose that violates any applicable law or regulation or any right of any person; or otherwise use or exploit the Licensed Materials for any purpose or in any manner other than as expressly permitted by these Participation Terms.
- Reservation of Rights; Feedback. Except for the license to the copyright in the Licensed Materials set forth in Section 4.1, Quantstamp retains all right, title and interest that it may be deemed to have in and to any and all inventions, ideas, works of authorship, content, created alone or with others during the course of developing the Licensed Materials and performing its obligations under these Terms, including all worldwide copyrights, patents, trade secrets and other proprietary rights therein (including renewals thereof). Partner, on behalf of itself and its affiliates, agrees that Quantstamp (and its licensors and designees, where applicable) retains all intellectual property rights in and relating to the Licensed Materials, or in any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided to Quantstamp by Partner or any third party relating to the Licensed Materials, which rights therein Partner hereby assigns to Quantstamp. These Participation Terms are not a sale and do not convey to Partner or its affiliates any rights of ownership in or related to the Licensed Materials, or any other intellectual property rights. For avoidance of doubt, these Participation Terms do not convey to Partner or its affiliates any rights to publicity with respect to the Licensed Materials or any trademarks, logos, or service names of Quantstamp. Partner, on behalf of itself and its affiliates, will not file patents on inventions based on Licensed Materials (including any confidential or proprietary information of Quantstamp) made available by Quantstamp under these Participation Terms; in the event that Partner or any of its affiliates does file any such patents then Quantstamp and its licensees, affiliates, and designees shall have and are hereby granted a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, assignable, worldwide license to make, use, sell, make derivative works, and otherwise exploit and exercise all rights, with the right to grant and authorize sub-licenses, under such patents.
- Partner Contributions. Through participation in the Alliance or otherwise in conducting activities under these Participation Terms, Partner may discuss, transmit, convey, make, contribute, or make available ideas, suggestions, feedback, input, recommendations, requirements, architectures, diagrams, use cases, flows, protocols, software, code, or specifications (in written, oral, electronic, or any other form) for the Purpose (“Contributions”) which may be – but are not required to be -- incorporated and made a part of Licensed Materials. Partner shall be responsible for obtaining any rights for, or entering into any terms associated with use of, all third-party or open source components, libraries, data, or resources accessed by (directly or indirectly) or as needed to make Contributions and use the Licensed Materials, and including obtaining and granting any rights or licenses as may be needed for Quantstamp, in order to support and further the Purpose. Partner, on behalf of itself and its affiliates, hereby represents and warrants that it has all right, title and interest in such Contributions to permit, and Partner hereby grants to, Quantstamp the rights to use, copy, display, perform, modify, and make derivative works of the Contributions for incorporation into the Licensed Materials, Quantstamp’s business purposes or in support of the Purpose. Partner, on behalf of itself and its affiliates, hereby grants to Quantstamp, its affiliates, designees and all other licensees of the Licensed Materials, a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, fully-paid, royalty-free license under any and all “essential patent claims” to make, use, sell, offer for sale, import, run, modify, propagate and otherwise exploit the Contributions or Licensed Materials. For the purposes of this Section, “essential patent claims” are all claims of a patent owned or “licensable” by Partner or its affiliates and licensors on or after the Effective Date, whether already acquired or hereafter acquired, that would be infringed by some manner (whether alone or in combination), permitted by the licenses in these Participation Terms, of making, using, or selling the Contributions or Licensed Materials, where “licensable” shall mean and include the right to grant licenses and sublicenses under patents in a manner consistent with the requirements of the licenses granted by Partner in this Section.
- Confidentiality. Except to the extent set forth in Section 4.1 or to the extent strictly necessary for the purposes of performing its obligations under these Participation Terms, Partner agrees not to disclose or use any information provided or made available (whether orally or in writing) by Quantstamp concerning Quantstamp’s Licensed Materials, other software, information, data, technology, implementation, finances, pricing, customer lists, or strategy or any information that Partner should reasonably have known should be treated as confidential based on its nature (“Confidential Information”). Confidential Information shall not, however, include any information which Partner can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure to Partner by Quantstamp; (ii) becomes publicly known and made generally available after disclosure to Partner by Company through no action or inaction of Recipient; or (iii) is in the possession of Partner, without confidentiality restrictions, at the time of disclosure by Quantstamp as shown by Partner’s files and records immediately prior to the time of disclosure.
- Disclaimers; Limit of Liability.
QUANTSTAMP PROVIDES OR MAKES AVAILABLE THE LICENSED MATERIALS HEREUNDER ON AN “AS IS” AND “WHERE IS” BASIS AND, ON BEHALF OF ITSELF AND ITS LICENSORS, AFFILIATES, AND DESIGNEES, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. QUANTSTAMP, ON BEHALF OF ITSELF AND ITS LICENSORS, AFFILIATES, AND DESIGNEES, DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED MATERIALS.
EXCEPT WITH RESPECT TO BREACH OF CONFIDENTIALITY AND BREACH OF THE LICENSE TERMS OF SECTION 4, EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING UNDER THESE PARTICIPATION TERMS SHALL NOT EXCEED TEN THOUSAND UNITED STATES DOLLARS ($10,000 USD). PARTNER EXPRESSLY AGREES THAT QUANTSTAMP, AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, DESIGNEES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE LICENSED MATERIALS OR ANY SUBJECT MATTER IN CONNECTION WITH THE AGREEMENT OR ANY SOW UNDER ANY LEGAL THEORY INCLUDING CONTRACT, NEGLIGENCE, AND/OR STRICT LIABILITY: (A) FOR ERRORS IN OR INTERRUPTION OF USE OF PARTNER SYSTEMS; FOR LOSS, INACCURACY OR CORRUPTION OF DATA; FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR FOR LOSS OF BUSINESS OR PROFITS; OR (B) FOR ANY DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER LIABILITY (INCLUDING WITHOUT LIMITATION, INDEMNIFICATION) EVEN IF QUANTSTAMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
- Independent Contractor. Partner and Quantstamp are independent contractors with respect to the performance of their obligations under these Participation Terms. The provisions of these Participation Terms will not be construed to establish any form of Partnership, agency or other joint venture of any kind between Partner and Quantstamp, nor to constitute either party as the agent, employee or legal representative of the other.
- Publicity. Except as set forth in this Section 8, neither party may use the other party’s name or marks in any advertising, written sales promotion, press releases, website and/or other publicity matters without the other party’s prior written consent. Once approved, either party may re-use, re-publish, or otherwise disseminate any previously-approved statement or content for publicity in any other forum, medium, or channel. Partner hereby grants Quantstamp the right to use, disclose, reference, and publicize Partner’s name, logo, and description of business as a participating member of the Alliance in all public forums, media, and channels provided that such statements are accurate and not misleading or disparaging.
- Governing Law. These Participation Terms are governed by the laws of the State of New York, excluding its conflicts of law rules. The parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods, which shall not govern these Participation Terms.
- Assignment. Partner may not assign or transfer these Participation Terms, in whole or in part, without Quantstamp’s prior written consent. Any assignment in contravention of this provision will be null and void. These Participation Terms will be binding on all permitted assignees and successors in interest.
- Entire Agreement/Amendments. These Participation Terms, including all exhibits that are incorporated herein by reference, contain the entire agreement of the parties regarding the subject matter described herein, and all other promises, representations, understandings, arrangements and prior agreements related thereto are merged herein and superseded hereby. The provisions of these Participation Terms may not be amended except by an agreement in writing signed by authorized representatives of both parties referencing these Participation Terms and stating their intention to amend these Participation Terms. If any provision of these Participation Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Participation Terms will otherwise remain in full force and effect and enforceable.
- Notices. Except as may be otherwise set forth herein, all notices, requests, demands and other communications hereunder will be in writing and will be deemed to have been duly given: (i) on the next day if delivered personally to such party; (ii) on the date three (3) days after mailing if mailed by registered or certified mail; or (iii) on the date of actual delivery if sent by an internationally-recognized courier service. A party failing or refusing to accept delivery of a notice shall be charged with knowledge of its contents. All notices will be sent to the addresses set forth in the cover letter. Such addresses may be changed by notice given by one party to the other pursuant to this Section 12 or by other form of notice agreed to by the parties.
- Interpretation. As used in these Participation Terms, the use of the term “including” is illustrative and not limiting. Unless otherwise indicated, the use of the term “days” shall mean calendar days and “$” or “dollars” shall mean United States Dollars.
- Compliance with Export Laws. Each party shall comply with the export laws and regulations of the United States and all other applicable jurisdictions in providing and using the Licensed Materials. Without limiting the foregoing, Partner warrants and represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and Partner shall not use, export or re-export the Licensed Materials in violation of any U.S. export embargo, prohibition or restriction.
- Force Majeure. If the performance of these Participation Terms by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action or ruling, labor disputes, act of God or any other causes beyond the control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.