Deconet Software License Agreement (DSLA 1.0)
1. Preamble: This Deconet Software License Agreement (the “Agreement”) is by and between the person or entity identified as the “Licensor” (the “Licensor”) on the ledger maintained by Attention, Inc. d/b/a the Decentralized Code Network (“Deconet”) at Ethereum address 0x864a060a41011c3ecfef460029482bb4d3cc80c9 viewable on Etherscan at https://etherscan.io/address/0x864a060a41011c3ecfef460029482bb4d3cc80c9 (the “Deconet Ledger”) and the person or entity identified as the “Licensee” on the Deconet Ledger (the “Licensee”) in the same entry on the Deconet Ledger (such entry on the Deconet Ledger, the “Transaction”), unless the Transaction identifies another agreement as the governing license for the Transaction. This Agreement is effective as of the date and time recorded on the Deconet Ledger for the Transaction (the “Effective Time”).
2. License Grant: In consideration of Licensee’s payment to Licensor as set forth in Section 4 of this Agreement and Licensee’s compliance with the terms and conditions of this Agreement, Licensor hereby grants Licensee and Licensee’s Subsidiaries a non-exclusive, worldwide, irrevocable, fully paid-up, transferable and sublicensable only as provided in Sections 2.2 and 2.3 of this Agreement personal right and license solely to use the code identified on the Deconet Ledger for the Transaction (the “Software”) for the uses set forth in Section 2.1 of this Agreement. “Licensee’s Subsidiary” means any entity (i) of which Licensee owns or controls, directly or indirectly, more than fifty percent (50%) of the entity’s outstanding shares or securities, or (ii) which does not have outstanding shares or securities, but in which Licensee has more than a fifty percent (50%) ownership interest.
2.1.1. Running or allowing third parties to run the Software on Licensee’s website(s), server(s), or product(s);
2.1.2. Publishing or distributing verbatim copies of the Software or the Software’s output; and
2.1.3. Creating derivative works based on the Software, including amending the Software’s source code, modifying the Software, integrating the Software into a larger work, or removing portions of the Software.
2.3. Transfer: Licensee may transfer Licensee’s rights and obligations under this Agreement in whole to any other person or entity for the remainder of the Term only through a new Transaction recorded on the Deconet Ledger.
2.4. Reservation of Rights: Nothing contained in this Agreement shall be construed as conferring, by implication, estoppel, or otherwise, upon Licensee any license or other right except the licenses and rights expressly granted hereunder.
3. Term: The initial term of the license granted hereunder commences upon the Effective Time and continues for the amount of time identified in the Deconet Ledger for the Transaction (the “Term”). Thereafter, the license may be renewed only through a new Transaction recorded on the Deconet Ledger.
3.1. Termination: Licensor may terminate this Agreement, including the license granted under Section 2 of this Agreement, if licensee is in breach of this Agreement’s terms and conditions and such breach is not cured immediately upon notification.
4. Payment: In consideration of the license granted under Section 2 of this Agreement, Licensee shall transfer to Licensor digital currency such as Bitcoin or Ethereum (“Digital Currency”) in the amount and type recorded on the Deconet Ledger for the Transaction (the “Digital Currency Fee”) by the date and time, or dates and times, recorded on the Deconet Ledger for the Transaction.
4.2. Taxes: Licensee is responsible to pay any tax imposed at any time in connection with this Agreement.
5. Licensor Representations and Warranties:
5.1. Intellectual Property: Licensor hereby warrants, to Licensor’s knowledge, (i) the Software does not infringe, misappropriate, or otherwise violate any third-party intellectual property rights, including, but not limited to, copyrights, patents, and/or trademarks, and (ii) no legal action has been taken, or to Licensor’s knowledge, threatened, for the Software’s infringement, misappropriation, or other violation of any third-party intellectual property rights.
5.2. Disclaimer of Warranty: Except for the limited warranty set forth above in Section 5.1 of this Agreement and to the maximum extent permitted by applicable law, the Software is provided “as is,” with all faults and without warranty of any kind, and Licensor hereby disclaims all warranties and conditions with respect to the Software, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, and quiet enjoyment.
6. Licensee Representations and Warranties: Licensee agrees that Licensee will use the Software only in a manner that complies with the terms and conditions of this Agreement and all applicable laws in the jurisdictions in which Licensee uses the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. Licensee hereby warrants that Licensee inspected the Software and that it is adequate to Licensee’s needs.
7. Indemnity: Licensee agrees to defend, indemnify, and hold harmless Licensor and its subsidiaries and each of their officers, directors, shareholders, employees, contractors, agents and affiliates for any claims, suits, proceedings, losses, costs, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement.
8. Limitation of Liability: To the maximum extent permitted by applicable law, Licensor will not be liable for any special, INDIRECT, incidental, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information; for business interruption; for personal injury; for loss of privacy; FOR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT; for failure to meet any duty, including of good faith or of reasonable care; for negligence; and for any other pecuniary or other loss whatsoever) arising out of or in any way related to Licensee’s use of the Software or otherwise under or in connection with this Agreement, regardless of whether such liability arises in tort, (including negligence), strict liability, breach of contract, or breach of warranty, regardless of whether Licensor has been advised of the possibility of such damages. The total liability of Licensor arising from or relating to this Agreement or for any loss or damages directly or indirectly suffered by Licensee as a result of the Software will in no event exceed the value in united states dollars at the time of the transaction of the digital currency Fee paid by Licensee to Licensor as set forth in Section 4 of this Agreement.
9.1. Entire Agreement: If any portion of this Agreement is found to be unlawful, void, or unenforceable for any reason whatsoever, the unenforceable provision shall be deemed severable from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement. This Agreement is the complete agreement concerning the subject matter hereof, and supersedes all prior agreements and representations between Licensor and Licensee. Any waiver, amendment, supplement, or modification of this Agreement will not be effective unless in writing signed by both parties.
9.2. Survival: Upon termination, all provisions of this Agreement which by their nature are intended to survive termination will so survive, including without limitation Sections 2.4 (Reservation of Rights), 3.2 (Termination), 4.1 (No Refund), 4.2 (Taxes), 7 (Indemnity), 8 (Limitation of Liability), 9 (Miscellaneous), and 10 (Parties).
9.3. Assignment: Except as set forth in Sections 2.2 and 2.3 of this Agreement, neither party may assign this Agreement either in whole or in part, except that either party may assign the Agreement as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Any assignment of this Agreement in violation of this paragraph will be null and void.
9.4. Force Majeure: No party to this Agreement will be liable for failure or delay in performance of its obligations hereunder by reason of acts of God or terrorism, war, fire, flood, shortage or failure of suppliers, interruption or failure of telecommunication or digital transmission links, Internet disruptions, power failures, and other events or circumstances beyond its reasonable control.
10. Parties: Deconet is not a party to this Agreement, and makes no warranties whatsoever. Deconet will not be liable to any party on any legal theory for any damages whatsoever, including without limitation any general, special, incidental, or consequential damages arising in connection to this Agreement. Notwithstanding the foregoing two (2) sentences, if Deconet has expressly identified itself as the Licensor or Licensee hereunder, it shall have all rights and obligations of Licensor or Licensee.