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LICENSE
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STAS LIMITED LICENSE AGREEMENT
1. Introduction
This limited license agreement (the “Agreement”) between Taal DIT GmbH (herein referred to as “Taal”, “we”, “us” or “our”) and you (referred to in this Agreement as “Licensee”, “you”, or “your” and collectively with Taal the “Parties”), applies to your use of STAS Software (as defined in Section 2.1 below) for uses other than the creation and redemption of Tokens (as defined below). This Agreement sets out the limited license we are granting you to use STAS Software. If you download and use the STAS Software, you agree to be bound by this Agreement and the other terms published from time to time by us. If you do not agree to be so bound YOU MAY NOT USE THE STAS SOFTWARE. If you require use of STAS Software for purposes beyond the limited license we grant you pursuant to this Agreement (such as for the creation or issuance of new tokens) you must contact us at [email protected] or contact us through TAAL’s website at www.taal.com (the “Website”) and enter into an additional license agreement with us specifically covering such uses.
2. Definitions
2.1. In this Agreement and its recitals and Schedules hereto the following words shall, when used as capitalised terms, bear the following meanings:
“Agreement” means this limited license agreement, including its appendixes and any amendments to them as may be published by Taal from time to time.
“Data Protection Law” means any present or future Laws or regulations, or guidance or codes of practice issued by an applicable regulator, relating to data privacy, data security, or the use or processing of data relating to natural persons.
“Documentation” means the user documentation made available by Taal in connection with the STAS Software and its underlying technology as set forth in further detail in Annex 1.
“Issuance” and its derivative terms (such as “Issue”), means the creation and/or issuance of new Tokens, whether for valuable consideration or not, for further use within a blockchain.
“Issuer” means the entity or individual Issuing a Token.
“Laws” means all applicable laws, statutes, judicial decrees, regulations, administrative rules, guidelines and agency staff reports, and any other requirements issued by a governmental organization (including a transnational governmental organization).
“Personal Data” means (a) information that identifies, relates to, describes, is capable of being associated with, or could be linked to, directly or indirectly, a natural person; and (b) any other information that is regulated under Data Protection Law in an applicable jurisdiction.
“STAS Software” means the software made available by Taal to Licensee as further defined in the Documentation in Annex 1.
“STAS Token” means any token issued based on STAS Software.
“Token” means a digital representation of real or tangible property, value, right or obligation, created by an Issuer on a blockchain, that can be digitally stored, traded or transferred and can be used for payment or investment purposes, including digital representations of property or value that function as a medium of exchange, a unit of account, and/or a store of value.
3. License Grant
During the term of this Agreement and subject to the terms and conditions of this Agreement, Taal hereby grants to Licensee a worldwide, revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable license to download and use the STAS Software for (a) strictly-non commercial uses and/or (b) commercial uses other than any use that involves Tokenization or the Issuance of new STAS Tokens.
4. Your Representations and Covenants to Taal
4.1. Licensee shall at all times be in good standing in each jurisdiction in which it is formed or operates, and shall comply with all applicable Laws of your and your end users, customers and clients jurisdictions of formation or operation.
4.2. Licensee represents and warrants that it (i) will comply with all applicable Laws in all jurisdictions in which you or your end users, customers and clients are formed or operate, including without limitation Laws relating to privacy, Data Protection Laws, securities, anti-money laundering, terrorism financing, and sanctions, and (ii) will be responsible for your end users, customers and clients compliance with all such applicable Laws.
4.3. The Licensee will not use the STAS Software in connection with any activities that are illegal in your jurisdictions of formation and operation, including without limitation drug trafficking, pornography, arms dealing, environmental crimes, money laundering, terrorism, sanctions circumvention, human trafficking, smuggling, or extortion.
4.4. Licensee shall comply with Taal’s Code of Conduct and Business Ethics Policy, as well as its Anti-Bribery and Corruption Policy.
4.5. Taal is authorized to monitor compliance with the requirements of this Section 4 by Licensee and is entitled to request information on the fulfilment of such requirements at any time. In addition to any other remedy available to Taal, non-compliance with any term of this Agreement entitles Taal to suspend or terminate this Agreement with immediate effect.
5. Rights of Ownership and Back License
5.1. Taal retains all right, title, and interest in and to the STAS Software, Documentation, any other information or materials made available to Licensee, and all modifications, enhancements and derivatives thereof (collectively, “Licensor Materials”), excluding Licensee Modifications (as defined in Section 5.2 below).
5.2. Licensee shall own all modifications, enhancements and derivatives of the STAS Software made by or on behalf of Licensee (“Licensee Modifications”), provided, however, that Licensee may not restrict any further developments of STAS Software.
5.3. Licensee hereby grants a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, freely assignable and sub-licensable license to Taal and its sub-licensees to copy, edit, modify, translate, include in a compilation or collective work, publicly display, perform, distribute, broadcast, offer for download, stream, publish or otherwise use all Licensee Modifications. Taal agrees to use this license in the Licensee Modifications for purpose of maintaining interoperability for all users of the STAS Software; provided that Taal shall own all right, title, and interest in and to all modifications, enhancements, and derivatives of the Licensee Modifications made by or on behalf of Taal. This allows builders on the STAS ecosystem to commercialize their innovations built on top of the STAS Software, while making all such innovations openly available to all ecosystem participants.
6. Maintenance and Support
Taal has no maintenance and support obligations in connection with the STAS Software.
7. Payment and Charges
Currently the STAS Software is being provided pursuant to this Agreement free of charge. Taal reserves the right to implement a fee structure at any time in the future.
8. Warranties and Indemnities
8.1. Licensee represents and warrants that it has all necessary and appropriate permissions, rights, and powers to enter into and perform its obligations in this Agreement.
8.2. Except as expressly provided in this Section 8, Taal provides the Licensor Materials “as-is” and disclaims any and all warranties (whether express or implied), to the extent possible under applicable Laws, including without limitation warranties of merchantability, accuracy, fitness for a particular purpose, freedom from viruses or other harmful code, title, non-infringement, loss of data, or that the STAS Software will be error free, and Licensee acknowledges that it is using Licensor Materials at its own risk without representations and warranties of the Taal of any kind.
8.3. Licensee shall indemnify, defend, and hold harmless Taal and its affiliates and its and their respective directors, officers, shareholders, employees, and representatives from any out-of-pocket costs, damages, losses, judgements, fines, and expenses (including reasonable attorneys’ fees) arising from any third party demands, claims, or proceedings (a) based on any facts that, if true, constitute (i) a breach by Licensee of this Agreement, (ii) a breach by any of your end users, customers and clients of any requirement under this Agreement or a failure by Licensee to impose or enforce such requirement, (iii) violation of any Laws applicable to Licensee, your end users, customers and clients, including any Data Protection Laws or privacy Laws, or (iv) breach of Licensee’s representations and warranties in this Agreement, or (b) arising from any other software used by the Licensee or the Licensee Modifications.
9. Data Protection
Licensee shall comply with, and is solely responsible for the conduct of your own business in accordance with, all applicable Data Protection Laws and data privacy Laws.
10. Limitation of Liability
10.1. Except as provided in Section 10.2 below, Taal shall not be liable to Licensee or any third party, including any of your clients, customers or end users, for (i) any consequential, incidental, special, punitive, exemplary or indirect damages, regardless of whether such person or entity has been advised of the possibility of such damages, including but not limited to loss of anticipated profits or economic loss, or (ii) the fullest extent permitted under applicable Law, any other damages for any claim or series of claims arising under this Agreement.
10.2. Nothing in this provision, however, shall limit or exclude Taal’s liability: (i) for death or personal injury directly and solely caused by the STAS Software, and excluding any applicable claims arising from the use of the STAS Software in combination with any materials, information, or software provided by Taal or any third party; or (ii) for any deliberate, fraudulent or grossly negligent breach of this Agreement by Taal or any liability, which cannot be excluded under mandatory applicable Law.
10.3. For the avoidance of doubt, in no event shall Taal be liable for any of the following losses or damages: loss of use, interruption of business, loss of actual or anticipated profit (including, without limitation, loss of profit on existing or expected contracts), loss of data (including, but not limited to data which Taal expects Licensee to back-up regularly), third party claims (including from patients), loss of revenue, loss of the use of money, loss of currency or Tokens, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of, damage to or corruption of data, regardless of the form of action, whether in contract, breach of statutory duty, tort (including, without limitation, negligence), strict liability, under penal law, or otherwise. For the avoidance of doubt, Taal is not liable for any loss, delay, or breach of this Agreement arising out of any cause beyond its reasonable control.
10.4. Notwithstanding anything to the contrary in this Agreement, Taal shall have no liability whatsoever arising from: (a) any use of the STAS Software not in strict accordance with this Agreement or the applicable Documentation under Annex 1; (b) any failure by Licensee to strictly comply with its obligations under this Agreement or its failure to require or enforce applicable obligations under this Agreement on any of your clients, customers or end users; (c) any Licensee Modifications or any modification to or defect in the STAS Software caused, made, or introduced by or on behalf of Licensee or your clients, customers or end users, or any malfunctioning equipment and/or system belonging to you or your clients, customers or end users, or in your or their custody or control; (d) access to or use of the STAS Software allowed or authorized by Licensee or your clients, customers or end users by any third party not properly trained in its use; (e) combination of the STAS Software with any third party products or services; or (f) any information, materials, specifications or instructions provided or used by Licensee or any of your clients, customers or end users.
11. Term and Termination
11.1. This Agreement shall commence on the date you download or otherwise acquire access to the STAS Software. You may terminate this Agreement by ceasing all use of STAS Software and deleting all copies of STAS Software in your possession.
11.2. Taal may terminate this Agreement immediately if you breach any term of this Agreement or in your usage of STAS Software breach any applicable Law. For the avoidance of doubt, failure by Licensee to require or enforce applicable terms and conditions on its clients, customers and end users shall constitute a breach of this Agreement.
11.3. Additionally, Taal may terminate this Agreement without reason at its discretion by providing thirty (30) days written notice published on the Website or through other generally available media.
11.4. This Agreement is automatically terminated upon:
i. the other Party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
ii. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other Party; or
iii. an order is made for the winding up of the other Party, or a resolution is passed for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other Party under this Agreement.
12. Applicable Law and Jurisdiction
12.1. This Agreement shall in all respects be governed by and construed and interpreted in accordance with the laws of Switzerland with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980 and the conflict of law rules. The English language shall prevail in the interpretation and construction of this Agreement.
12.2. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Place of Jurisdiction shall be Zürich and the arbitration shall be held in English.
12.3. To the extent permitted under applicable Laws, Licensee undertakes not to bring or participate in any class action lawsuit, class-wide arbitration, claims brought in a representative capacity, or any consolidated claims as to any claim, dispute or controversy that you may have against Taal or its affiliates. Licensee agrees to the entry of injunctive relief to stop such a lawsuit or to remove it as a participant in such lawsuit. Licensee agrees to pay the attorneys’ fees and court costs that Taal incurs in seeking such relief. This provision preventing Licensee from bringing, joining or participating in class action lawsuits and other consolidated claims is an independent agreement and does not constitute a waiver of any of Licensee’s rights and remedies to pursue a claim individually, and not as a class action, in binding arbitration as provided above. Further, unless both Parties agree otherwise in writing, the arbitrator may not consolidate Licensee’s claims with any third party’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
12.4. This Agreement is solely between Taal and Licensee. Nothing in this Agreement is intended to create third party beneficiaries, including with any of your clients, customers or end users. Notwithstanding the preceding, Taal is a third party beneficiary of any terms and conditions that Licensee is required to impose on any of your clients, customers and end users, and Taal will have the right to enforce such terms and conditions against any such person or entity as a third party beneficiary thereof
13. Miscellaneous
13.1. Entire Agreement; Amendments: Absent a specific written agreement between the Taal and the Licensee that supersedes this Agreement, this Agreement contains the entire understanding of the Parties with respect to the limited license of STAS Software. This Agreement can be amended by Taal by posting an updated version on its Website ten (10) days in advance of such amendment.
13.2. Survival: Article 5, 8 10 and 12 and this Section 13.2 shall survive the termination of this Agreement.
13.3. Severability: The Parties agree that if any provision or part of a provision of this Agreement shall under any circumstances be deemed invalid, inoperative or otherwise not enforceable, the Agreement as a whole shall remain valid and the invalid or inoperative provision or part of a provision shall be replaced by a provision which the Parties would have agreed on in good faith if they had been aware of the invalidity of the respective provision.
13.4. No Waiver: No act, delay or omission on a Party’s part in exercising any right or remedy shall operate as a waiver of such or any other right or remedy. No single or partial waiver by a Party of any provision of this Agreement, or breach or default by the other Party, or of any right or remedy, shall operate as a waiver of any other provision, breach, default, right or remedy or of such provision, breach, default, right or remedy on a future occasion.
13.5. Independent Contractors: Taal and Licensee are independent contractors, and except to the extent required by law, no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
Annex 1
Documentation of STAS Software:
All documentation is available at the following portal:
https://taal.gitbook.io/public-docs/core-products/stas
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