License Agreement for OrbitDB Products

LICENSE AGREEMENT

The software is licensed per user. For example, if you and two of your colleagues are using the software you will need 3 licenses. However, if you are the only person using the software but you need to use it on two machines, you will only need one license.

The following information is the full license agreement found in the software.

IMPORTANT NOTICE: Please carefully read this License Agreement:
BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE OR CLICKING "I ACCEPT" WHEN PROMPTED IN CONJUNCTION THEREWITH, YOU ("LICENSEE") ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT ON BEHALF OF AND BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS.

LICENSE FOR SOFTWARE

1. DEFINITIONS

"Computer" any electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;

"Intellectual Property Rights" all intellectual and industrial property rights including patents, know-how, moral rights, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions;

"License" the rights granted to the Licensee in relation to the specific defined version of the Software under this Agreement. The Software is licensed, not sold, and no rights are granted other than those expressly set forth in this License;

"Licensee" (a) the person who installs the Software on a Computer for his own personal use; or (b) where the Software is installed onto a Computer on behalf of an employer, another person, or entity the employer, other person or organization on whose behalf the Software has been installed;

"License Fee(s)" the fees payable by the Licensee to the Licensor excluding VAT and all other relevant taxes where applicable, as detailed by the Licensor from time to time.

"Licensor" OrbitDB Ltd., registered in the UK;

"Software" Any one or more than one of the following software components in executable form only: PowerDIFF for ORACLE (including any related manuals, help files and documentation package) licensed to the Licensee by the Licensor under this License.

2. INTERPRETATION

2.1 Installing

Any references to "install", "installing" "installation" or "installed" in connection with the Software include the downloading of the Software from the Licensor's or any third party's remote server.

2.2 Headings

The headings to the clauses and Schedules of this License are for convenience only and will not affect its construction or interpretation.

3. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

3.1 The Licensee's only right to use the Software is by virtue of this License and the Licensee acknowledges that all Intellectual Property Rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of the Licensor.

3.2 The Licensee further acknowledges that all Intellectual Property Rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from the Licensee using the Software are and shall remain the exclusive property of the Licensor. This holds for all editions of the Software including the Standard, the Professional and the Demo Edition. As such the Licensee hereby assigns to the Licensor, with full title guarantee, all such improvements, modifications or adaptations with the intention that such improvements, modifications or adaptations should forthwith, upon creation, vest in the Licensor. The Licensor hereby grants to the Licensee a license to use such improvements, modifications or adaptations on the same terms as the License to use the Software set out in this License.

3.3 The Licensee agrees that it shall not remove or alter any trademarks, copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

4. LICENSE

4.1 Provided that the Licensee has paid the appropriate License Fees and to the rights of the Licensor to terminate the License under this Agreement, the Licensor grants to the Licensee, in the country where the Software was downloaded, for the term of this License a limited, personal, non-exclusive, non-sub-licensable and non-transferable license to:

4.1.1 use and copy the Software for use subject to clause 4.3 on a single computer owned, leased and/or controlled by the Licensee or its employer or organization for whom the Licensee has installed the Software for internal use;

4.1.2 make one copy of the Software in machine readable form for normal operational security and back-up purposes provided that such copy is not installed on any computer at any time when the original copy of the Software supplied to the Licensee is installed upon any computer. This License will apply to such copy as it applies to the original copy of the Software installed by the Licensee. Such copy and the media on which it is stored will be the property of the Licensor and the Licensee shall ensure that such copy bears the Licensor's proprietary notice.

4.2 All rights not expressly granted to the Licensee under this License are reserved to the Licensor, and the Licensee agrees not to take or permit any action with respect to the Software that is not expressly authorized under this License. For the avoidance of doubt the Licensee has no right to use, incorporate into other products, copy, publish, display, modify, translate the Software or any modification, adaptation or copy of the Software or any part thereof, nor to decompile, reverse engineer, or disassemble the source code of the Software, either in whole or in part, other than as expressly permitted under the License or under Art. 50(A) and (B) of the UK Copyright, Designs and Patents Act 1988 or other applicable law. This holds for all editions of the Software including the Demo Edition.

4.3 The Software is licensed to the Licensee only. The Licensee may not rent, lease, sub-license, sell, assign, pledge the Software, on a temporary or permanent basis without the prior written consent of the Licensor.

4.4 Licensee will not use the Licensed Materials, the documentation or the Software to manufacture or distribute a product that is substantially similar to or competitive with Licensor's Software.

4.5 If the Licensee breaches clause 4, the License or rights granted in clause 4 will automatically terminate.

5. CONFIDENTIALITY

5.1 The structure, organization and source code of the Software are the valuable trade secrets and proprietary confidential information of the Licensor and its licensors. The Licensee agrees not to provide or disclose any such confidential information in the Software or derived from it to any third party, including where such confidential information is derived under any applicable law as set out in clause 4.2.

5.2 The provisions of clause 5.1 will not apply to any information which is:

5.2.1 lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from the Licensor); or

5.2.2 already in the Licensee's possession, provided that Licensee can show such possession from written records (other than as a result of a breach of this clause 6); or

5.2.3 which the Licensee can demonstrate is in the public domain (other than as a result of a breach of this clause 5); or

5.3 To the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause 5.

6. WARRANTY

6.1 The Software is provided "as is" with no representation, guarantee or warranty of any kind as to its functionality. All other terms, conditions and warranties expressed or implied whether statutorily or otherwise are hereby expressly excluded.

7. LIMITATION AND EXCLUSION OF LIABILITY

7.1 The Licensor does not exclude its liability (if any) to the Licensee:

7.1.1 where the Licensee is not trading as a business, for breach of the Licensor's obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982; or

7.1.2 for personal injury or death resulting from the Licensor's negligence; or

7.1.3 under section 2(3) Consumer Protection Act 1987; or

7.1.4 for any matter for which it would be illegal for the Licensor to exclude or to attempt to exclude its liability; or

7.1.5 for fraud.

7.2 THE LICENSOR MAKES NO EXPRESS WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE LICENSOR HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES (INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE Software WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE) AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THIS LICENSE) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOUR OF THE LICENSEE. EXCEPT AS SET OUT IN THIS LICENSE THE LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE Software AND SHOULD THE SOFTWARE PROVE DEFECTIVE, THE LICENSEE (AND NOT THE LICENSOR) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

7.3 SUBJECT TO CLAUSE 7.2, THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE ARISING UNDER OR IN RELATION TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE):-

7.3.1 ANY LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, OR REVENUE; OR

7.3.2 ANY LOSS OR CORRUPTION OF DATA; OR

7.3.3 ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER,

EVEN IF THE LICENSOR HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7.4 SUBJECT TO CLAUSES 7.1 AND 7.3, THE LICENSOR'S AGGREGATE LIABILITY UNDER THIS LICENSE WHATSOEVER (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE) FOR ANY INJURY, DEATH, DAMAGE OR DIRECT LOSS HOWSOEVER CAUSED (OTHER THAN FOR DEATH OR PERSONAL INJURY CAUSED BY THE LICENSOR'S NEGLIGENCE) WILL BE LIMITED TO THE PRICE PAID FOR THE Software.

7.5 The Licensee acknowledges that the above provisions of these clauses 6 and 7 are reasonable and reflected in the price which would be higher without those provisions, and the Licensee will accept such risk. In the event that any of the limitations or exemptions in this Agreement shall be found to be void clauses 6 and 7 shall be construed in accordance with clause 12.

8. TERM AND TERMINATION

8.1 This License shall commence upon the earlier of the Licensee's acceptance of this License and shall continue until terminated in accordance with clause 8.2 or otherwise in accordance with this License.

8.2 This License will terminate automatically if the Licensee uninstalls the Software, fails to comply with any term or condition of this License or uninstalls and destroys or voluntarily returns the Software to the Licensor.

8.3 The Licensor may terminate this License immediately and without notice if it reasonably suspects that Licensee is using the Software for any purpose which contravenes the laws of England and Wales. Licensee's sole remedy in this circumstance shall be limited to the purchase price of the Software.

8.4 Upon termination of this License for any reason whatsoever the Licensee must uninstall the Software and destroy, and upon request of the Licensor certify the destruction of, all copies of the Software including all components of it in the Licensee's possession.

8.5 The termination of this License howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination.

On termination of this License howsoever arising clause 3 (Ownership of Intellectual Property Rights), clause 5 (Confidentiality), clause 8 (Term and Termination), clause 6 (Warranty), clause 7 (Limitation and Exclusion of Liability), clause 10 (Governing Law and Jurisdiction), clause 11 (compliance with Applicable Law) and clause 16 (Revision to Terms) will remain in effect.

9. LICENSEE INDEMNITY FOR MISUSE

9.1 If a third party claims that the Software Licensed under this Agreement to the Licensee, as a result of the Licensees misuse of the Software, causes loss or damage whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, then the Licensee shall indemnify the Licensor from any such loss or damage.

10. GOVERNING LAW AND JURISDICTION

10.1 The formation, existence, construction, performance, validity and all aspects whatsoever of this License or of any term of this License will be governed by the law of England and Wales.

10.2 Subject to clause 10.3 the courts of England and Wales will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this License. The parties irrevocably agree to submit to that jurisdiction.

10.3 The agreement contained in clause 10.1 above is included for the benefit of the Licensor. Accordingly the Licensor retains the right to bring proceedings in any other court of competent jurisdiction. The Licensee irrevocably waives any objection to, and agrees to submit to, the jurisdiction of such other courts.

10.4 The Licensee irrevocably agrees that a judgment or order of any court referred to in this clause is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.

11. COMPLIANCE WITH APPLICABLE LAW

The Licensee acknowledges and agrees that notwithstanding the fact that this License is governed by the laws of England and Wales, the Licensee may be subject to additional laws in other jurisdictions with respect to the Licensee's use of the Software. The Licensee will comply with the laws of any jurisdiction that apply to the Software, including without limitation any applicable export laws or regulations.

12. SEVERABILITY

If any clause or part of this License is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this License and will be ineffective without, as far as is possible, modifying any other clause or part of this License and this will not affect any other provisions of this License which will remain in full force and effect.

13. NO WAIVER

No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

14. NO THIRD PARTY RIGHTS

The parties to this License do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it and all rights by virtue of the Contracts (Rights of Third Parties) Act are hereby excluded.

15. ENTIRE AGREEMENT

This License contains all the terms which the parties have agreed in relation to the subject matter of this License and supersedes any prior written or oral agreements, representations (save for any fraudulent misrepresentations) or understandings between the parties in relation to such subject matter.

16. REVISIONS TO TERMS

The Licensor reserves the right to revise the terms of this License by updating the License on its website, or by notifying the Licensee by post or by email. The Licensee is advised to check this License periodically for notices concerning revisions. The Licensee's continued use of the Software shall be deemed to constitute acceptance of any revised terms.

17. NO ASSIGNMENT

The Licensee may not assign the benefit (including any present, future or contingent interest or right to any sums or damages payable by either party under or in connection with this License) or delegate the burden of this License or hold this License on trust for any other person.

18. ACCEPTANCE OF LICENSE

The Licensee will be deemed to have accepted the terms of this License by installing the Software onto any computer.

SCHEDULE 1 "LICENSED MATERIALS"