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LICENSE
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Velocity License Version 1.0
PLEASE READ CAREFULLY THESE LICENSE TERMS (THE “TERMS”) BEFORE OBTAINING A
COPY, INSTALLING, ACCESSING, OR USING THE SOFTWARE (AS DEFINED BELOW) PROVIDED
TO YOU (“USER”, “YOU”) BY VCL (AS DEFINED BELOW). BY INSTALLING, HAVING
INSTALLED, CONTROLLING, ACCESSING OR OTHERWISE USING THE SOFTWARE IN ANY
MANNER, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY THE LICENSE TERMS AND
CONDITIONS HEREOF AND REPRESENTING THAT YOU HAVE FULL RIGHT, POWER, AND
AUTHORITY TO ENTER INTO AND PERFORM THE TERMS HEREUNDER. THESE TERMS ARE MADE
BETWEEN YOU AND VELOCITY CAREER LABS, INC., A DELAWARE CORPORATION AND ITS
AFFILIATES (“VCL”, AND COLLECTIVELY THE “PARTIES”), WITH RESPECT TO THE
SOFTWARE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY OTHER DOCUMENT,
AGREEMENT OR ARRANGEMENT BETWEEN YOU AND ANY THIRD PARTY OR ANYONE ON ITS
BEHALF. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE, FOR
YOUR RELIANCE ON THE RESULTS OF USE OF THE SOFTWARE AND FOR ANY USE OF THE
SOFTWARE NOT IN ACCORDANCE WITH THE TERMS HEREOF.
1. DEFINITIONS.
1.1 “Affiliate” means any entity which controls, is controlled by or is under
common control with either of the parties, whether by ownership or management.
Any entity shall be deemed to “control” another entity if it owns directly or
indirectly more than 50% of the outstanding voting securities or capital of
other entity or other comparable equity with respect to an entity other than a
company.
1.2 “Documentation” means the instructions, user guides, manuals and release
notes provided by VCL, at any time, in printed and/or electronic form, that
describe the operation, use or technical specifications of the Software.
1.3 “Software” means the software components comprised of proprietary software
and solution currently distributed under the name “Velocity Network”, offering
developers a blockchain-based “internet of careers” utility layer. Software may
include one or more of the following components:(i) Credential Holder App –
SDK\Reference Application, (ii) Credential Agent and\or (iii) Velocity
Blockchain Node.
2. RIGHTS TO USE; RESTRICTIONS ON USE
2.1 VCL hereby grants User, during the Term (as defined below), free of charge,
a limited, revocable, non-exclusive, non-transferable and non-assignable right,
to 1) access, use, and install (if applicable) the Software, and 2) develop
applications which are separate from the Software (separate in architecture and
require only use of the Software in object code for proper functioning) which
interface with the Software or otherwise include it (“User Applications”),
solely for (i) internal use in development and testing environments, including
reviewing the Software code for functionality and/or security evaluations
purposes, and (ii) demonstrating the functionality and structure of User
Applications, including when operated in connection with the Software, all
solely in connection with the Velocity Network and in accordance with the Terms
herein.
2.2 VCL may make available Documentation to User for User’s internal business
purposes and solely in connection with the use of the Software during the Term.
User may print or copy the Documentation as needed for its own internal
business purposes provided that all copyright notices are included therein. The
Documentation shall be considered as VCL's Confidential Information (as further
defined). Unless the Documentation is separately referred to herein, all
references in these Terms to the Software shall include the Documentation.
2.3 Additional Rights and Restrictions.
2.3.1 The Software is licensed, not sold. These Terms only gives the User
limited rights to use the Software as explicitly set forth in these Terms
during the Term and VCL reserves all other rights. The User may use the
Software and related Velocity Network services only as expressly permitted in
the Terms except if otherwise required under applicable law.
2.3.2 User agrees that it will not, and will not permit others to: (i) use a
derivative work of the Software not in connection with the Velocity Network, or
in any production capacity, on a temporary or permanent basis; (ii) reverse
engineer, decompile, disassemble or attempt to derive the underlying know-how
and algorithms of the Software and/or any part thereof; (iii) exceed the
license scope as specified in these Terms; (iv) sublicense, transfer, publish
or make available to the public or any third party, rent, lease or lend the
Software; (v) use the Software to operate a service bureau or subscription
service or for commercial software hosting services, or otherwise attempt to
use the Software to provide or make available materially the same functionality
of the Software to third parties; (vi) directly or indirectly, take any action
to contest VCL’s intellectual property rights in or in connection to the
Software or related services or infringe them in any way; or (vii) use the
Software or output for the purpose of competing with the Software and/or
Velocity Network.
2.4 Marks and Use of VCL’s Name. These Terms do not grant User any rights to
VCL’s trademarks or service marks. The User will not remove or modify any
Software markings or any notice of VCL’s proprietary rights.
3. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
3.1 Disclaimer of Any Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND,
AND VCL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
REGARDING OR RELATING TO THE SOFTWARE.
3.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL VCL BE LIABLE FOR
ANY DIRECT, INDIRECT, INCIDENTAL, WITHOUT LIMITATION, FOR ANY LOSS OF PROFITS,
LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR
SERVICES, PRODUCTION, ANTICIPATED SAVINGS, OR FOR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THE USE
OR INABILITY TO USE THE SOFTWARE. USER ACKNOWLEDGES THAT THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. IN THE EVENT THIS LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD
UNENFORCEABLE OR INAPPLICABLE, VCL’S AGGREGATE LIABILITY SHALL NOT EXCEED THE
AMOUNT OF US$1,000. YOU HEEREBY WAIVE THE RIGHT TO LITIGATE IN COURT OR
ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS
OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.
4. INTELLECTUAL PROPERTY; Confidential Information
4.1 Intellectual Property. No rights other than the limited license rights
expressly set forth herein shall pass to the User. User acknowledges and agrees
that as between User and VCL, the Software including any related services and
any revisions, corrections, modifications, enhancements and/or upgrades
thereto, are VCL’s property protected under copyright laws, patent law, and/or
other laws protecting intellectual property rights and international treaties.
User further acknowledges and agrees that all right, title, and interest in and
to the Software, including associated intellectual property rights (including,
without limitation, copyrights, trade secrets, trademarks, etc.), evidenced by
or embodied in and/or attached/connected/related to the Software (including,
without limitation, the code), Documentation and any related services, are and
shall remain with VCL. Nothing in these Terms constitutes a waiver of VCL’s
intellectual property rights under any law. In the event User provides VCL with
any suggestions, comments or other feedback relating to the Software, or if VCL
generates any knowledge in connection with its provision of the Software
including any related services (collectively “Feedback”), whether such Feedback
is provided or generated (as applicable) prior to, on or after the Term, such
Feedback shall become the sole and exclusive property of VCL and/or its
affiliates, and User hereby irrevocably assigns to VCL and/or its affiliates
all of its right, title and interest in and to such Feedback. Without
derogating from the aforementioned, VCL acknowledges and agrees that as between
VCL and User, User shall exclusively own intellectual property rights to any
User Applications, subject to its compliance with these Terms.
4.2 Confidential Information. Prior to or during the Term, VCL may, directly
or indirectly, disclose to you, or allow you access to, certain Confidential
Information (as defined below), whether in writing, oral form or in any other
manner. For the purposes of these Terms, "Confidential Information" means any
and all information, data and know-how of a private, non-public or confidential
nature, in whatever form, that relates to the technology and/or products of
VCL, its Affiliates, vendors, suppliers, provided or disclosed to you or which
becomes known to you, whether or not marked as such. “Confidential Information”
shall not include information or any matter that you can demonstrate by written
and dated evidence: (a) was already known to you from a source other than VCL
prior to disclosure; (b) was independently developed by you without use of, or
reference to, the Confidential Information; (c) has become a part of the public
knowledge, through no fault of, or breach of these Terms; (d) was lawfully
received by you from another person or entity having no confidentiality
obligation to VCL or its affiliates; or (e) is explicitly approved in writing
by VCL for release by the User. The User shall treat all Confidential
Information as strictly confidential, and except as expressly contemplated
hereunder it shall: (a) not, directly or indirectly use or otherwise exploit
Confidential Information for any other purpose other than for performing
hereunder; (b) protect and safeguard the Confidential Information against any
unauthorized use, disclosure, transfer or publication with at least the same
degree of care as it uses for its own confidential or proprietary information,
but in no event using less than a reasonable degree of care; (c) restrict
disclosure of the Confidential Information to those directors, officers,
employees, agents, consultants, contractors, or representatives of itself or of
its affiliates (“Representatives”) who clearly have a need-to-know such
Confidential Information; (d) advise such Representatives of their obligations
to comply with these Terms, and the User shall be liable for any failure of its
Representatives to comply with any of the Terms; and (e) notify VCL immediately
upon discovery of any unauthorized use or disclosure of the Confidential
Information and take reasonable steps to regain possession of the Confidential
Information and prevent further unauthorized actions or other breach of these
Terms.
5. THIRD PARTY COMPONENTS. The Software includes third party software, files
and components that are subject to open source and third party license terms (
“Third Party Components”). User’s right to use such Third Party Components as
part of, or in connection with, the Software is subject to any applicable
acknowledgements and license terms accompanying such Third Party Components,
contained therein or related thereto. If there is a conflict between the
licensing terms of such Third Party Components and these Terms, the licensing
terms of the Third Party Components shall prevail only in connection with the
related Third Party Components. These Terms do not apply to any Third Party
Components accompanying or contained in the Software and VCL disclaims all
liability related thereto. User acknowledge that VCL is not the author, owner
or licensor of any Third Party Components, and that VCL makes no warranties or
representations, express or implied, as to the quality, capabilities,
operations, performance or suitability of Third Party Components.
6. USAGE DATA. User acknowledges and agrees that VCL may from time to time use
and process data about User’s use of the Software for the purposes of creating
statistics and analytics data. VCL may use such data for its own internal
purposes, including to maintain and improve the Software and to monitor its
activities and performance. User acknowledges that certain features of the
Software are configured to collect and report telemetry data to VCL.
7. TERM AND TERMINATION. User will have the rights set forth herein for the
duration of the period commencing upon User accessing the Software and shall
continue for a period of six (6) months thereafter (the “Initial Term”). Upon
the lapse of the Initial Term, these Terms shall automatically renew for
subsequent periods of six (6) months (each, a “Renewal Term”, and collectively
with the Initial Term – the “Term”). During the Renewal Term, VCL may terminate
these Terms at any time by providing the User at least thirty (30) days prior
written notice. These Terms and all rights and licenses granted hereunder shall
automatically terminate if you breach the terms hereof and such breach is not
cured within fourteen (14) days of written notice of such breach. Sections 2.1-
2.3, 3, 4, 5, 7, 8 and 9 will survive any termination or expiration of these
Terms.
8. SUSPENTION, RETURN OR DESTRUCTION OF SOFTWARE AND DOCUMENTATION UPON
TERMINATION OF SUBSCRIPTION. Upon termination or expiration of these Terms:
User must within thirty (30) days thereafter cease using the Software and
promptly return to VCL or permanently destroy, the Software, Documentation,
Confidential Information of VCL and any copies thereof (in all forms, partial
and complete, in and on all types of media and computer memory, and whether or
not modified or merged into other materials) and certify in writing the same.
VCL reserves the rights to suspend unilaterally and without notice the use of
the Software, upon termination or expiration or upon any breach by User of
these Terms or otherwise any event of harmful use or misuse by or on behalf of
User of the Software.
9. GENERAL
9.1 Severability. In the event any provision or part of these Terms are held
to be invalid or unenforceable by any court of competent jurisdiction, it shall
be amended to the extent required to render it valid, legal and enforceable, or
deleted if no such amendment is feasible, and such amendment or deletion shall
not affect the enforceability of the other provisions hereof.
9.2 Waiver. No waiver of any breach of these Terms will be a waiver of any
other breach, and no waiver will be effective unless made in writing and signed
by an authorized representative of VCL. The failure of VCL to enforce any
rights granted hereunder or to take action against the User in the event of any
breach hereunder shall not be deemed a waiver by VCL as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
9.3 Governing Law. The validity, interpretation, and performance of these
Terms shall be controlled by and construed under the laws of the State of New
York as if performed wholly within New York and without giving effect to the
principles of conflicts of laws. The User hereby consents to the exclusive
jurisdiction of the courts located in New York, NY to settle any dispute or
claim that arises out of or in connection with these Terms or its subject
matter. The User specifically excludes application of the United Nations
Convention on Contracts for the International Sale of Goods to these Terms.
9.4 Entire Terms. These Terms supersede all previous agreements or
representations, written or oral, with respect to the subject matter hereof
between User and VCL. VCL has sole discretion to amend or publish revised
and/or new versions of these Terms from time to time and will either provide
generally available notice, or otherwise notify User directly of such changes
or modifications. Changes to these Terms shall become effective as of seven (7)
days after such notification. The continued use of any part of the Software by
User will constitute its binding acceptance of such applicable changes to these
Terms.