FINDORA DEVELOPER LICENSE AND SERVICES AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE FINDORA APPLICATIONS, FINDORA DEVELOPER MATERIALS, OR FINDORA DEVELOPER SERVICES (EACH AS DEFINED BELOW).  FOR PURPOSES OF THIS AGREEMENT, “DEVELOPER” MEANS THE PERSON OR ENTITY THAT ENTERS INTO THIS AGREEMENT IN ACCORDANCE WITH THE BELOW FOR PURPOSES OF DEVELOPING ONE OR MORE APPLICATIONS TO RUN ON THE FINDORA NETWORK.  

The Findora Foundation (“Findora”) has developed and makes available a blockchain-based protocol and network that provides a transactional system and network infrastructure for securely conducting and tracking transactions of all types (the “Findora Network”).  The Findora Network is currently operating in a limited beta or testnet form for purposes of development and testing.

Findora has also developed a set of development tools and services to facilitate the development of applications and services that will run on the Findora Network, consisting of certain software code, tools, APIs, and related documentation (the “Developer Materials”), and certain hosted services, including a query server and the Findora Wallet, that enable developers to include in their applications and services certain interactive features, including the ability to retrieve certain transaction data and content, such as asset records or transactions, and digital wallet functionality (the “Developer Services”).  The Developer Materials and Developer Services will each be as further described on the Findora developer website at docs.findora.org (the “Developer Site”).

Developer desires to use the Developer Materials and Developer Services in order to develop, monitor, manage and provide one or more applications or services that run on the Findora Network (the “Developer Applications”), and Findora is willing to permit Developer to access and use the Developer Materials and Developer Services, subject to and in accordance with the terms and conditions of this Agreement.  For purposes of this Agreement, “End User” means any person or entity that accesses and uses a Developer Application running on the Findora Network.

Certain components of the Developer Materials may now or in the future be separately licensed by Findora under the terms of one or more open source license agreements (the “Open Source Components”).  Nothing in this Agreement will be deemed to restrict, replace, or supersede the rights granted by Findora to such Open Source Components under such open source license agreements, and the Developer is free to exercise all rights granted under such open source license agreements, subject to any conditions set forth in the applicable open source license agreements. 

By accepting this Agreement or downloading or using all or any part of the Developer Materials or Developer Services, Developer agrees to all of the terms and conditions of this Agreement.  If Developer does not accept and comply with these terms, Developer may not use the Developer Materials or Developer Services (other than the Open Source Components).  If the Developer Materials or Developer Services will be used by or on behalf of an organization or company, the individual indicating acceptance of this Agreement represents that he or she has the authority to bind that organization or company to this Agreement, and “Developer” as used in this Agreement will refer to that entity.

1. DEVELOPER MATERIALS

1.1 Developer Materials License.  Subject to Developer’s compliance with the terms and conditions of this Agreement, Findora hereby grants Developer a limited, non-transferable, non-sub-licensable, non-exclusive, revocable, license to use, copy, and create derivative works of the Developer Materials solely to: (i) develop, implement, and test Developer Applications that run on the Findora Network; and (ii) to distribute and provide, monitor, manage, maintain and support such Developer Applications over the Findora Network. 

1.2 License Restrictions.  Except for the rights to use the Open Source Components in accordance with the application open source license agreements, Developer has no right to and will not use or reproduce the Developer Materials except as expressly set forth in Section 1.1., and Developer acknowledges and agrees that it has no right to and will not distribute or make the Developer Materials available on a stand-alone basis. Other than with respect to the Open Source Components, except to the extent integrated into and made part of the Developer Applications, Developer will not (a) transfer, sublicense, lease, lend, rent, upload to or host on any website or server, sell or otherwise distribute the Developer Materials to any third party; or (b) make the functionality of the Developer Materials available to multiple users through any means, including, without limitation, by uploading the Developer Materials to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services.  Developer will not modify, translate, reverse engineer, decompile or disassemble the Developer Materials.

1.3 Limited Rights.  Findora and its licensors reserve all rights and licenses in and to the Developer Materials not expressly granted to Developer under this Agreement.

1.4 Updates.  Findora may, but has no obligation to, provide Developer with certain updates or fixes from time to time in its sole discretion, free of charge.  Developer will keep the Developer Applications up-to-date and install all relevant updates to the Developer Materials and Developer Services that are provided by Findora.  Findora may also offer upgraded versions of the Developer Materials or Developer Services for purchase, according to the rates set by Findora in its sole discretion.  Any updates or fixes, or upgraded versions, of the Developer Materials and Developer Services are subject to this Agreement, unless otherwise specified or agreed.

2. DEVELOPER SERVICES AND USAGE RESTRICTIONS

2.1 Access to and Use of the Developer Services Subject to Developer’s compliance with the terms and conditions of this Agreement, Findora will permit Developer to access and use the Developer Services for purposes of providing any Developer Applications that are interoperable with such Developer Services.  In order to access and use the Developer Services in conjunction with its Developer Applications, Developer will be required to register its Developer Application with Findora in accordance with the instructions provided on the Developer Site, and Developer may be required to pay certain usage based fees in accordance with Section 3 of this Agreement.

2.2 Usage Restrictions.  Developer will not (and will not attempt to): (a) interfere with, by-pass, or disable any features or functionality that are embedded or included with the Developer Services or the Findora Network, including the reporting of any data, usage statistics, or other information regarding End User’s access to and use of the Developer Materials or Developer Services; (b) avoid, by-pass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Findora to protect the Developer Services or the Findora Network; (c) design or market any Developer Applications or otherwise use the Developer Materials or Developer Services for any unlawful or illegal activity, including, without limitation, violating the legal rights (such as the rights of privacy and publicity) of any other individual or entity; or (d) perform any functions or link to any content, services, information or data or use any robot, spider, site search or other retrieval application or device to scrape, mine, retrieve, cache, analyze, or index any software, data, personal information, directory information, contact lists, or other information from other applications or services running on the Findora Network, unless expressly permitted by the owners of such other applications or services.  The number of API calls that the Developer Applications will be permitted to make during any given period may be limited. Findora will determine call limits based on various factors, including the ways in which a Developer Application may be used on the Findora Network or the anticipated volume of use associated with the Developer Application.

2.3 No Violation of Other’s Rights. Developer will ensure that the Developer Applications, and Developer’s promotion, distribution, and use thereof, do not infringe or violate any third-party rights nor violate any applicable laws or regulations. Developer agrees to protect the privacy and legal rights of End Users. Accordingly, a Developer Application may not collect data or information from End Users without prior consent, and then only to provide a service or function that is directly relevant to the use of the Developer Application.  Developer must provide clear and complete information to End Users regarding Developer’s collection, use, and disclosure of data or information. Developer must take appropriate steps to protect such data or information from unauthorized use, disclosure or access by third parties.  If an End User ceases to consent or affirmatively revokes consent for the collection, use or disclosure of his or her user data, Developer must promptly cease all such collection and use.

2.4 Suspension. In addition to the termination rights set forth in Section 8, Findora reserves the right to suspend access to or use of the Developer Materials and Developer Services if: (i) Developer has breached its obligations under this Agreement; (ii) Developer or the Developer Applications interfere with or degrade the operation or performance of the Findora Network; or (iii) Findora ceases to provide the Developer Services.

3. PAYMENT

Findora does not currently charge for use of the Findora Network, Developer Services, or Developer Materials, but it may in its discretion begin charging in the future.  Findora will announce the initiation of any such charges on the Developer Site at least thirty (30) days in advance.  Developer will pay any fees for access to and use of the Developer Materials and Developer Services in accordance with the then-current fee schedule and payment policies set forth on the Developer Site.  Findora reserves the right to change the fee schedule and payment policies from time-to-time by posting notice on the Developer Site, and such changes will become effective after thirty days after such notice is posted.  If Developer does not agree to any such changes, it may terminate this Agreement and cease using the Developer Materials and Developer Services.

4. OWNERSHIP

Developer acknowledges and agrees that, as between the parties, Findora owns all right, title, and interest in and to the Developer Materials and Developer Services, including all worldwide patent rights, copyrights, trade secrets, and any other intellectual property rights therein.  Developer will not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the Developer Materials or Developer Services.

5. CONFIDENTIAL INFORMATION

5.1 Definition.  “Confidential Information” means: (a) the Developer Materials and Developer Services and any features or technical information relating thereto, and including any vulnerabilities, bugs or other issues with respect to the Developer Materials and Developer Services that Developer identifies or discovers, and/or reports to Findora; and (b) any business or technical information of Findora, including, but not limited to, any information relating to Findora’ product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

5.2 Exclusions.  The obligations in Section 5.3 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Developer; (b) is rightfully known by Developer at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Developer without access to or use of any Confidential Information; or (d) is rightfully obtained by Developer from a third party without restriction on use or disclosure.

5.3 Restrictions Developer will not use or disclose any Confidential Information, except as necessary for the exercise of its rights under this Agreement.  Developer will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of a similar nature and importance.  Developer may disclose Confidential Information only to those of its employees and contractors who have a bona fide need to know such Confidential Information for the exercise of Developer’s rights under this Agreement; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement

6. NO WARRANTY; USE OF DEVELOPER MATERIALS

6.1 No Warranties.  DEVELOPER ACKNOWLEDGES AND AGREES THAT THE FINDORA NETWORK IS CURRENTLY OPERATING IN A BETA OR TESTNET FORM FOR PURPOSES OF DEVELOPMENT AND TESTING, AND IS NOT FULLY FUNCTIONAL FOR PRODUCTION USES.  THE DEVELOPER MATERIALS, DEVELOPER SERVICES, AND FINDORA NETWORKS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.  FINDORA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE DEVELOPER MATERIALS, DEVELOPER SERVICES, OR THE FINDORA NETWORK WILL MEET DEVELOPER’S REQUIREMENTS OR WILL BE UNINTERRUPTED OR ERROR-FREE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FINDORA OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

6.2 Use of Developer Materials and Developer Services.  Developer will be solely liable for any damages, defects, or losses incurred as a result of using or operating the Developer Materials or Developer Services, and any defects in source code written by Developer when relying on the Developer Materials or using the Developer Materials or Developer Services, and Developer assumes all risk associated with using the Developer Materials and Developer Services in conjunction with Developer Applications.  Findora will not be liable for the cost, expense, or any other liability Developer incurs as a result of using the Developer Materials or Developer Services.

7. INDEMNIFICATION; LIMITATION OF LIABILITY.

7.1 Mutual Indemnification.  If a claim is brought against either Findora or Developer (“Indemnified Party”) that any information, design, specifications, instructions, software, data or other material (“Materials”) furnished by either Developer or Findora (the “Indemnifying Party”) and used by the Indemnified Party infringes upon a third party’s intellectual property rights, the Indemnifying Party shall indemnify, defend and hold harmless the Indemnified Party for all losses, liabilities and expenses (including attorneys’ fees and litigation expenses at trial or on appeal) arising out of such claims, provided that the Indemnified Party (a) notifies the Indemnifying Party in writing no later than thirty (30) days (or sooner if required by law) after the Indemnified Party receives notice of such claim; (b) gives the Indemnifying Party sole control of the defense and any settlement negotiations, and (c) provides to the Indemnifying Party information, authority and assistance needed to defend against or settle such claim.  The Indemnified Party shall have the right to participate in the defense and its own expense, and any settlement to be entered into by the Indemnifying Party will be subject to the prior written approval of the Indemnified Party, not to be unreasonably withheld or delayed.  Findora shall have no obligation to indemnify Developer if such infringement claim is based upon any modification or combination of any Materials provided by Findora with any Materials of Developer or a third party. Notwithstanding the foregoing, if either party believes that any Materials provided by such party may be infringing on a third party’s intellectual property rights, such party may choose to either modify such Materials to be non-infringing or obtain a license to allow for continued non-infringing use.  This Section 7.1 provides the parties’ exclusive remedy for any claims of intellectual property infringement.

7.2 Developer Indemnification.  Developer agrees to indemnify, defend and hold harmless Findora from any damages, losses, liabilities or expenses (including attorneys’ fees and litigation expenses at trial or on appeal) arising from any third-party claim, suit, investigation, proceeding or other action brought against Findora arising out of or based upon any Developer Applications.

7.3 Exclusion of Damages.  IN NO EVENT WILL FINDORA BE LIABLE TO DEVELOPER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE DEVELOPER MATERIALS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FINDORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FINDORA OR ELSEWHERE, SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.  THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7.4 Total Liability.  FINDORA’ TOTAL LIABILITY TO DEVELOPER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE LICENSE FEES PAID TO FINDORA BY DEVELOPER PURSUANT TO THIS AGREEMENT OR, IN THE EVENT THAT FINDORA HAS MADE THE DEVELOPER MATERIALS AVAILABLE TO DEVELOPER WITHOUT CHARGE, FINDORA’ TOTAL LIABILITY WILL BE LIMITED TO $500. 

8. TERM AND TERMINATION

8.1 Term This Agreement commences as of the date first accepted by Developer and will remain in effect until terminated in accordance with its terms.

8.2 Termination.  Either party may terminate this Agreement with or without cause upon at least thirty (30) days prior written notice to the other party.  In addition, each party has the right to terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days of written notice thereof.  In addition, Findora reserves the right to immediately terminate this Agreement, including the license to the Developer Materials, in the event Developer: (a) becomes insolvent or otherwise enters into any liquidation process; or (b) violates any of the restrictions set forth in Sections 1.2, 2.2, or 2.3.

8.3 Effect of Termination.  Upon any termination of this Agreement: (a) the rights and licenses granted to Developer under this Agreement will automatically terminate; and (c) Developer will return to Findora (or destroy, if requested) all copies of the Developer Materials and any other Confidential Information in Developer’s possession or control, and an officer of Developer will certify in writing to Findora that it has complied with the foregoing.

8.4 Survival The provisions of Sections 1.2, 1.3, 2.2, 2.3, 4, 5, 6, 7, 8, and 9 will survive any termination or expiration of this Agreement.

9. GENERAL

9.1 Assignment.  Developer may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Findora.  Any attempted assignment without such consent will be void.  Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

9.2 Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of California (excluding its body of law controlling conflict of laws).  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.  Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein.

9.3 Non Exclusive Remedy.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

9.4 Severability.  If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

9.5 Waiver.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

9.6 Notices.  All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (a) when delivered personally; (b) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid.  All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.

9.7 Entire Agreement.  This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersedes any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.