ROCKSIDE “EARLY ACCESS” LICENSE AGREEMENT
This Self-Managed Rockside License Agreement governs the relationship between Blockchain Studio, a simplified joint stock company with a share capital of 6,544 euros, registered with the Trade and Commerce Register of Nanterre under the number 838 568 004, having its registered address at 8, place du marché - 92200 Neuilly-sur-Seine, France ("Blockchain Studio") and any natural person who has subscribed an account in order to use the Rockside software in its “Early access” edition (the “User”). Blockchain Studio and the User are hereinafter referred to individually as a "Party" and collectively as the "Parties".
Article 1 DEFINITIONS
Terms and expressions whose first letter of each word is in capital letters have, within the Agreement, the meaning assigned to them below, whether they are used in the singular or plural. 1.1 “Agreement” means this Rockside “Early Access” license agreement and, where applicable, any amendments that may complete it, to the exclusion of any other documents, in particular those that may be issued by the User before or after the signing of the Agreement. 1.2 “Blockchain” means a distributed database that manages the Data and protects it from falsification or modification via its nodes. The Blockchain is managed by the User via Rockside. 1.3 “Data” means the information stored in the Blockchain, whether entered on the Blockchain by the User and/or a third party. Some Data may constitute personal data within the meaning of the Regulation on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"). 1.4 “Force Majeure” refers to an unforeseeable and irresistible event outside the Parties, as defined by the case law of the French courts, including: war (declared or undeclared); terrorist act; invasion; rebellion; blockade; sabotage or act of vandalism; strike or social conflict, total or partial, external to each of the Parties; bad weather (including floods, storms and storms); event declared "natural disaster"; fire; epidemic; blockage of means of transport or supply (including energy); zombie invasion; failure in the supply of electrical energy, heating, air conditioning, telecommunications networks, data transport; failure of satellites. 1.5 “Rockside” refers to the software solution created by Blockchain Studio that allows its users to administer, supervise and operate a Blockchain, public or private.
Article 2 PURPOSE OF THE AGREEMENT
The Agreement sets out the conditions under which Blockchain Studio - in consideration of the payment of the Royalty - agrees to grant the User a Rockside license.
Article 3 ENTRY INTO FORCE - DURATION
This Agreement is effective as from the date of first download, and/or first installation, and/or first execution of Rockside by the User, for an indefinite duration.
Article 4 FINANCIAL CONDITIONS
Provided that the User complies with all terms and conditions of this Agreement, the rights granted hereunder shall remain royalty-free.
Article 5 RIGHT OF USE
5.1 Right of use Blockchain Studio grants to the User, subject to her/his complete compliance with the terms and conditions of this Agreement, a non-exclusive, non-transferable and non-sublicensable right to use Rockside for the entire World, and for the duration of applicable intellectual property rights. The rights granted hereunder include the right to install, parameter, operate and run Rockside. Each and every of these rights granted to the User shall exclude, under all circumstances and for any reason whatsoever, any use that may be considered as commercial activities, including, without limitation all cases where the use of Rockside (i) exceeds the own personal use of the User; (ii) by an education establishment, is intended at any other purpose than conducting academic research; and/or (iii) is subject to any form of counterpart by a third party. 5.2 Limitations The User undertakes to refrain, directly or indirectly, except with the express, prior and written consent of Blockchain Studio, to: (i) decompile, disassemble Rockside, reverse engineer or attempt to discover or reconstruct the source code, the ideas on which it is based, the algorithms, the file formats or the programming or interoperability interfaces of Rockside except within the limits of the right granted by Article L. 122-6-1 of the French Intellectual Property Code, in any manner whatsoever. If the User wishes to obtain the information necessary to implement Rockside’s interoperability with other software developed or acquired independently by the User for use in accordance with Rockside’s purpose, the User undertakes, before calling on a third party, to consult Blockchain Studio in advance, which may provide it with the information necessary for the implementation of this interoperability. The exact cost generated internally at Blockchain Studio for the provision of this information will be invoiced by Blockchain Studio to the User; (ii) proceed alone, or with the help of a third-party service provider, to correct any errors made by Rockside in order to make it fit for its purpose, Blockchain Studio alone reserving the right to exercise this right in accordance with Article L. 122-6-1-I of the French Intellectual Property Code; (iii) resell, rent, lease, distribute, market, make available to third parties in any manner whatsoever (and in particular in the form of a service bureau, ASP or SaaS); (iv) remove or modify any reference or indication relating to the ownership rights of Blockchain Studio or any third party; (v) transfer, use or export Rockside in violation of applicable regulations; (vi) integrate or associate Rockside with other software or documents or create composite or derivative works with the assistance of all or part of Rockside; (vii) make any other use of Rockside than that permitted under the Agreement; (viii) translate, adapt, arrange, modify Rockside in any way, integrate or combine it with other software or create composite or derivative works with the help of all or part of Rockside.
Article 6 INTELLECTUAL PROPERTY
6.1 Rockside’s Property Blockchain Studio declares that it owns the intellectual property rights and retains Rockside’s intellectual property. The granting of Rockside’s right of use under the Agreement does not transfer any ownership rights. The User acknowledges and agrees that Rockside, and all of its components, as well as all trade secrets, copyrights, patents, trademarks and other proprietary and intellectual property rights attached thereto, are and remain at all times the exclusive property of Blockchain Studio. The User undertakes not to directly or indirectly infringe Blockchain Studio’s rights. The User undertakes to take all necessary measures to ensure the secrecy and respect of Blockchain Studio’s intellectual property rights on Rockside with regard to members of its staff and any outside person who has access to Rockside. 6.2 Know-how Any ideas, know-how or techniques that may be developed by Blockchain Studio, including any improvements or modifications to Blockchain Studio software, shall be the exclusive property of Blockchain Studio. Blockchain Studio may, at its sole discretion, develop, use, market and license any software or data processing equipment similar to or related to Blockchain Studio developments for the User. Blockchain Studio shall have no obligation to disclose any ideas, know-how or techniques that may be developed by Blockchain Studio and that Blockchain Studio considers to be its proprietary and confidential.
Article 7 USER’S OBLIGATIONS
The User undertakes to: (i) not transmit through Rockside any unlawful, threatening, humiliating, defamatory, obscene, hateful, pornographic or profane material, or any other message that could constitute a crime or misdemeanor, give rise to civil liability, violate or incite legislation, or any material that could be used for any purpose contrary to law or the Agreement; (ii) not to engage in illegal transactions through Rockside that may constitute a crime or misdemeanor, give rise to civil liability, infringe or incite legislation, or content that may be used for any purpose contrary to law or this Agreement; (iii) cooperate in good faith to facilitate Blockchain Studio’s interventions, including by providing all necessary or requested information within a time frame that allows Blockchain Studio to fulfill its obligations; (iv) backup all its data and computer files prior to any intervention by Blockchain Studio and whenever it deems it necessary. Blockchain Studio shall in no event be held liable for any loss of data or computer files suffered by the User, except if such loss is due to an intervention by Blockchain Studio or a defect in the Software. Blockchain Studio shall in no event be liable for any damages resulting from the User’s failure to comply with its obligations. The User expressly acknowledges that Blockchain Studio is neither a party, nor a beneficiary, nor a guarantor of the proper execution of any transaction that may be carried out between the User and a third party or between two third parties, in connection with the operation of the Blockchain.
Article 8 LIABILITY - WARRANTY
Blockchain Studio disclaims any and all warranties other than those set forth in the Agreement. Specifically, Blockchain Studio does not guarantee the absence of bugs and, therefore, does not guarantee that the use of Rockside will be uninterrupted and error-free. Blockchain Studio expressly excludes the French legal guarantee on latent defects provided for in articles 1641 and following of the French Civil Code. The User acknowledges having a good understanding of the Internet and its limitations. But without limitation, the User accepts that transmissions over the Internet are not secure and may be delayed, lost, intercepted or corrupted, and that the transmission of confidential information over the Internet is made by the User at its own risk. The Parties expressly agree that Blockchain Studio shall not be liable for any direct or indirect damage suffered by the User in relation with the installation, operation and/or use of Rockside, including as regards loss of revenue; loss of revenue or profit; loss of customers; loss of opportunity; loss of image or reputation; costs incurred to obtain an alternative product, software, service or technology; any technical difficulty in routing messages over the Internet; and/or for the destruction of files or data. If Blockchain Studio were to pay a financial penalty, for any reason whatsoever, the amount of the awarded compensation should not exceed the total amount of five hundred euros (500 €).
Article 9 PERSONAL DATA PROTECTION
Blockchain Studio, in its relations with the User, is required to process, on its own behalf, the personal data of the User . In this context, the User has the right to access and, if necessary, rectify, delete or transfer data concerning them. S/he may also define guidelines on the fate of its personal data after her/his death. In addition, the User may object for legitimate reasons to the processing of personal data concerning her/him, withdraw her/his consent or even limit it. These rights may be exercised at any time by writing to Blockchain Studio by email at the following address: firstname.lastname@example.org. The User has the possibility to lodge a complaint with a supervisory authority.
Article 10 AUDIT
Blockchain Studio is authorized, under the condition of giving the User forty-eight (48) hours’ notice, to carry out, or have carried out by any third party of its choice, an audit at the User’s premises in order to ensure that the latter complies with its contractual commitments. If the audit reveals one or more breaches of its contractual obligations by the User, the costs related to the audit shall be borne by the User and Blockchain Studio shall be entitled to terminate the Agreement in accordance with the provisions of Article 14, without prejudice to any other compensation it may obtain.
Article 11 TERMINATION
Each Party may terminate this Agreement at any time, for convenience, within thirty (30) days as delivery of a notification of termination to the other Party. Blockchain Studio may terminate this Agreement with immediate effect in the event of a breach by the User of any of its obligations under the Agreement, if this failure has not been remedied by the defaulting Party within five (5) days from the notification of this failure. In the event of termination of the Agreement, for any reason whatsoever, the User shall immediately cease using Rockside.
Article 12 MISCELLANEOUS
12.1 Statistical use of anonymous data In the course of its business, Blockchain Studio collects, processes and stores statistical data relating to the use of Rockside. These usage data, which may be transmitted to third parties, are anonymous and do not under any circumstances make it possible to identify the User, even indirectly. 12.2 Assignment/transfer of the Agreement Blockchain Studio shall have the possibility to transfer all or part of the rights and obligations resulting for it from this Agreement to any third party of its choice, in particular to any subsidiary to be constituted and/or in the event of a merger, demerger, partial contribution of assets or total or partial transfer of its business. 12.3 Notification – Computation of time limits Any notice (formal notice, report, approval or consent) required or necessary pursuant to the provisions of the Agreement shall be in writing and shall be deemed valid if delivered by hand or sent by registered letter with acknowledgement of receipt to the address of the other Party at the top of the Agreement (or to any other address chosen by one Party and notified to the other). Unless otherwise specified in an article of the Agreement, the time limits are calculated per calendar day. Any period calculated from a notification shall run from the first attempt to deliver it to the addressee, the postmark being proof. 12.4 Force Majeure Each Party shall not be held liable if the performance of its obligations is delayed, restricted or made impossible due to the occurrence of an event of Force Majeure. It is expressly agreed between the Parties that the provisions of this Article 16.6 shall not apply to obligations to pay. In the event of the occurrence of a Force Majeure, the performance of the obligations of each Party shall be suspended. If the Force Majeure continues for more than one (1) month, the Agreement may be terminated at the request of the most diligent Party without any liability on the part of one Party to the other. Each Party shall bear the cost of all costs incumbent upon it as a result of the occurrence of Force Majeure. 12.5 Waiver The fact that either Party does not exercise any of its rights hereunder shall not constitute a waiver of its exercise, such waiver being subject only to an express declaration by the Party concerned. 12.6 Entirety The Agreement constitutes the entire agreement between the Parties and supersedes any communication, proposal, declaration and agreement, written or oral, issued by either Party before or after the performance of the Agreement. 12.7 Validity If one or more of the provisions of this Agreement should be held to be invalid by a competent court, the remaining provisions shall retain their scope and effect. The provision that has been held to be invalid shall be replaced by another provision whose meaning and scope shall be as close as possible to the invalidated provision, while remaining in accordance with the applicable legislation and the common intention of the Parties.
Article 13 APPLICABLE LAW – COMPETENT JURISDICTION
This Agreement is governed by French law.
THE PARTIES EXPRESSLY ACCEPT TO SUBMIT ANY DISPUTE RELATED TO THIS AGREEMENT TO THE EXCLUSIVE COMPETENCE OF THE PARIS COURT, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR WARRANTY CLAIMS, AND INCLUDING SUMMARY PROCEEDNGS AND EX PARTE MOTIONS.