project:DABL ALPHA USER AGREEMENT
This project:DABL ALPHA User Agreement (the "Agreement"), entered into between
DA and You as of the date You electronically accepted the terms of this Agreement (the
"Effective Date"), governs Your access to and use of the Service (defined below).
"DA" means either Digital Asset Holdings, LLC, a Delaware Limited Liability Company
with offices at 4 World Trade Center, 150 Greenwich St., 47th Floor, New York, NY 10007, if Your
billing address is located in the United States or Digital Asset (Switzerland) GmbH, a Swiss company
with limited liability, having offices at Luggwegstrasse 9, 8040 Zurich, Switzerland, if Your
billing address is outside of the United States. "You" or "Your"
means the individual or entity agreeing to the terms of this Agreement. Each party may be referred
to individually as a "Party" and collectively the "Parties".
By entering into this Agreement, the Parties agree as follows:
- Access to Service. Subject to the terms of this Agreement, DA will provide You
with authorized access to use the project:DABL service available at projectdabl.com (the
"Service") only for internal evaluation, demonstration, development, or testing
purposes (collectively, the "Purpose").
- Alpha Service; No Service Guarantees, Service Level Agreements or Technical
Support. You acknowledge and agree that the Service is in "alpha" release, may not always
perform as specified, may experience periods of downtime and may be changed by DA from time to time
without notice. You acknowledge and agree that DA has no obligation to provide You with any
technical support services in relation to the Service under this Agreement, and that no service
level agreement or any service credits apply to Your use of the Service, including with respect to
- Fees and Taxes. You shall pay DA’s fees (the "Fees") for the
Service as set forth on the Fees Schedule attached to this Agreement. If any authority imposes any
duty, tax, levy, or fee (excluding those based on DA’s net income) on the Service or any support
services provided hereunder, You agree that You are responsible for and will pay any such amount and
that You shall indemnify DA from and against any liability with respect to any amount imposed.
- Proprietary Rights to Service. During and after the term of this Agreement, DA
exclusively retains and owns all right, title and interest, including but not limited to any and all
Intellectual Property Rights, in and to the Service. "Intellectual Property Rights"
means any (a) copyrights and copyrightable works, whether registered or unregistered,
(b) trademarks, service marks, trade dress, logos, registered designs, trade and business names
(including internet domain names, corporate names, and email address names), whether registered or
unregistered, (c) patents, patent applications, patent disclosures, mask works and inventions
(whether patentable or not), (d) trade secrets, know-how, data privacy rights, database rights,
know-how, and rights in designs, and (e) all other forms of intellectual property or proprietary
rights, in each case in every jurisdiction worldwide. All rights not expressly granted to You are
retained by DA.
- Changes to the Service. DA may change or discontinue the Service at any time.
DA is not obligated to provide advance notice of any change or discontinuation.
- No Real Data. You may only enter mock data onto the Service to develop DAML
applications (such applications, the "DAML Applications" and, collectively with
such mock data, "Your Data"). You shall not use data pertaining to real world
transactions or events, persons, entities, or subjects, including, without limitation, financial
data or, Personal Information or Sensitive Data in connection with the Service. "Personal
Information or Sensitive Data" means any information relating to an identified or
identifiable natural person, including any and all similarly protected sensitive data; an
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online
identifier or to one or more factors specific to the physical, physiological, genetic, mental,
economic, cultural or social identity of that natural person. The term Your Data does not include
Personal Information or Sensitive Data.
- Your Data and DAML Applications. As between You and DA, You retain ownership of
Your Data (including Your DAML Applications). You hereby grant DA the license to host, copy,
transmit, access and display Your Data in connection with the provision of the Service, provided
that DA will not (a) disclose Your Data to a third party (including to other users of the Service),
except as compelled by law or as expressly permitted in writing by You or (b) access, use, or modify
Your Data, except as required to provide the Service, to prevent or address service or technical
problems, at Your written request, or as required for the protection of DA's rights and interests.
You shall be solely responsible and liable with respect to Your Data.
- Loss of Your Data. In the event of any breach that compromises the security,
confidentiality, or integrity of Your Data, DA shall notify You as soon as reasonably practicable
after becoming aware of such occurrence. If the breach compromises the security, confidentiality,
or integrity of Personal Information or Sensitive Data entered into the Service by You,
notwithstanding the fact that such data is not permitted for use with the Service, You are solely
responsible for such Personal Information or Sensitive Data and shall be obligated to: (a) notify
the affected individuals as soon as practicable but no later than is required to comply with
applicable law, and (b) perform or take any other actions required to comply with applicable law as
a result of the occurrence. You agree to backup Your Data outside of the Service. You agree that DA
has no responsibility to backup Your Data and that DA bears no liability for any loss of Your Data.
Notwithstanding the terms of any non-disclosure or confidentiality agreement, if any, that may
bind the Parties, the disclosure of Your Data in connection with your use of the Service and the
loss of Your Data are not covered by any other non-disclosure or confidentiality agreement. In such
event, DA’s sole responsibility is to act in accordance with this Section, and DA will not be liable
to You or any other party except as required under this Section.
- Restrictions on Use of Service. Any use of the Service for anything other than
the Purpose is prohibited and will result in immediate termination of this Agreement. Without
limiting the foregoing, You may not do any of the following either directly or indirectly and will
not induce any third party to: (a) copy, modify, create a derivative work of, reverse engineer,
decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of
the Service (except to the extent such restriction is expressly prohibited by applicable law), (b)
use the Service for any non-evaluation activity, (c) use the Service in any manner which violates
applicable law, including, without limitation, export controls, broker dealer regulations, and
banking regulations, (d) sublicense, resell, or distribute any or all of the Service, (e) access the
Service in a manner intended to avoid incurring Fees (to the extent applicable) or to exceed any
applicable usage limits or quotas, (f) use the Service to operate or enable any telecommunications
service, (g) use the Service to store or transmit (including via link) infringing, libelous, or
otherwise unlawful or tortious material, or to store or transmit material in violation of
third-party rights (including any materials which infringe any Intellectual Property Rights or are
illegal, obscene, indecent, defamatory, incite racial or ethnic hatred, violate the rights of
others, harm or threaten the safety of any person or entity or may otherwise constitute a breach of
any applicable law), (h) use the Service to store or transmit Malicious Code; (i) intentionally or
knowingly interfere with or disrupt the integrity or performance of the Service or third-party data
contained therein; (j) include any code in any DAML Applications that You do not own or otherwise
have the right to use for such purpose; or (k) attempt to gain unauthorized access to the Service or
its related systems or networks. "Malicious Code" means viruses, worms, time bombs,
trojan horses and other harmful or malicious code, files, scripts, agents or programs.
- Excessive Resource Use. If DA determines in good faith that Your use of the
Service consumes excessive resources (including, but not limited to, bandwidth, processing cycles,
storage), DA reserves the right to suspend Your access to the Service or throttle Your access to the
Service until You reduce such resource consumption.
- Suspension or Termination. DA may suspend, terminate, or restrict Your access
to the Service under any of the following circumstances, and in such event DA will provide You with
reasonably prompt written notice of the reasons for such suspension or termination: (a) DA
determines in good faith that You have violated any of the restrictions set forth in this Agreement,
violated DA’s Acceptable Use Policy available below that DA may unilaterally update from time to
time (the "Acceptable Use Policy"), or used the Service for any purpose other than
the Purpose; or (b) DA determines in good faith that such suspension is advisable (i) for security
reasons, (ii) in response to a request from law enforcement or a governing body or in relation to
legal proceedings, (iii) to protect DA from liability, or (iv) for the continued normal and
efficient operation of the Service or to permit DA to maintain or update the Service. If You become
aware that any portion of Your Data or Your activity on the Service violates this Agreement or any
applicable law, You shall immediately take all necessary action to cease and prevent such activity
and remove the portion of Your Data violating this Agreement or applicable law from the Service. To
the extent DA becomes aware that any part of Your Data, in DA's reasonable discretion, is in
violation of this Agreement or any applicable law, DA may immediately delete or remove that part of
Your Data from the Service or take any other action DA deems appropriate. DA reserves the right to
cooperate with any legal authority and relevant third-party in the investigation of alleged
wrongdoing. Any violation of applicable law by You shall be Your sole responsibility, and DA shall
have no liability towards You for any consequences of such violation, including the suspension,
termination of Your use of the Service or the deletion of Your Data.
- DA Hosting and Subcontractors. You acknowledge and agree that DA can, in its
sole discretion, engage, or has engaged, third-parties ("Subcontractors") to Host
the Service pursuant to this Agreement. "Host" means to execute or to store the
Service or any of its sub-applications or modules on a server(s) owned, operated, or controlled by
DA for use on a computer owned, operated, or controlled by You, without any installation of software
source code or object code on Your computer.
- Feedback. You may provide comments, suggestions and other evaluative
observations or analysis regarding the Service(such items, collectively,
"Feedback"). You hereby grant to DA a royalty-free, worldwide, fully paid,
irrevocable and non-exclusive license to use and incorporate the Feedback into the Service. You will
not provide DA any Feedback that (a) You have reason to believe is subject to any patent, copyright,
or other intellectual property claim or right of any third party; or (b) is subject to license terms
that seek to require any DA product incorporating or derived from any Feedback, or other DA
intellectual property, to be licensed to or otherwise shared with any third party. Unless authorized
by You in writing, DA shall not use or reference Your name in its use of such Feedback.
- DAML Community.< The Service includes the DAML Community, a forum for DA and
its community to share content with each other. You acknowledge and agree that Your participation in
the DAML Community is completely at Your discretion. Should You decide to participate in the DAML
Community, You agree to the following terms:
- General. The DAML Community is not private and by joining it, Your identity
will be revealed to other participants in the DAML Community. You agree that Your use of the
DAML Community will be solely for the Purpose, and that You will not post or contribute any
confidential or proprietary information, any content that infringes or violates the rights of
any third parties or violates any applicable law, or anything insulting, harassing, threatening,
abusive, or offensive in any way, and further that You will not solicit or advertise in the DAML
Community and that You are solely responsible and liable for all interactions You have in the DA
Community. Moreover, You shall comply with any terms and conditions promulgated by the DA's
service providers with respect to the DAML Community.
- DA Content. As between DA and You, DA owns all of the content and all
Intellectual Property Rights in content posted by DA in the DAML Community
("DA Content"). Unless set forth separately in connection with specific DA
Content, DA grants to You a worldwide, fully paid up, non-exclusive, non-transferable license to
use such DA Content accessed by You during the Term solely for the Purpose. You acknowledge and
agree that You have the sole discretion whether or not and how to use any DA Content and that
You are solely responsible and liable for Your use of such DA Content. You agree that all DA
Content is provided "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS SET FORTH IN THIS SECTION.
- Representations. Each Party represents and warrants that (a) this Agreement is
duly and validly executed and delivered by such Party and constitutes a legal and binding obligation
of such Party, enforceable against such Party in accordance with its terms; (b) such Party has all
necessary power and authority to execute and perform in accordance with this Agreement; and (c) such
Party's execution and performance of this Agreement does not conflict with or violate any provision
of law, rule or regulation to which such Party is subject, or any agreement or other obligation
applicable to such Party or binding upon its assets. If You are entering this Agreement on behalf of
a legal entity, You represent that You have the proper legal authority to bind that entity to this
Agreement. You also represent and warrant that You own or have sufficient legal rights to upload
Your Data to the Service or use it in connection with the Service, and that DA’s use of Your Data
will not violate any legal rights of any third party, including any Intellectual Property Rights of
any third party.
- DISCLAIMER OF WARRANTIES. THE SERVICE IS IN "ALPHA" RELEASE AND NOT YET
RELEASED FOR GENERAL COMMERCIAL USE AND IS PROVIDED "AS IS" WITH NO REPRESENTATIONS AND WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE DA PLATFORM, THE SERVICE OR ANY TECHNICAL SUPPORT SERVICES
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUIET
ENJOYMENT, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR
CONDITION OF NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER DA NOR ANY
OF ITS LICENSORS WARRANTS THAT THE DA PLATFORM AND/OR THE SERVICES WILL PERFORM WITHOUT ERROR, THAT
IT WILL RUN WITHOUT IMMATERIAL INTERRUPTION OR THAT ANY CONTENT AND DATA WILL BE SECURE OR NOT
OTHERWISE LOST OR DAMAGED. NEITHER DA NOR ANY OF ITS LICENSORS PROVIDES ANY WARRANTY REGARDING, AND
WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF A MODIFICATION OF THE DA PLATFORM AND/OR
THE SERVICES MADE BY ANYONE OTHER THAN DA.
- THIRD-PARTY MATERIALS. DA DOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY
FOR ANY THIRD-PARTY MATERIALS OFFERED BY OR THROUGH THE SERVICE.
- LIMITATION OF LIABILITY. Regardless of the basis on which You are entitled to
claim damages from DA (including fundamental breach, negligence, misrepresentation, or other
contract or tort claim), DA’s entire liability for all claims in the aggregate arising from or
related to the Service or otherwise arising under this Agreement will not exceed the actual amount
paid by You to DA under this Agreement during the twelve months prior to the event giving rise to
- WAIVER OF DAMAGES. IN NO EVENT WILL DA BE LIABLE TO YOU OR ANY OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS, BUSINESS GOODWILL OR ANTICIPATED SAVINGS, REGARDLESS OF THE FORM OF THE
ACTION OR THE THEORY OF RECOVERY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
- Indemnification. Unless prohibited by applicable law, You will defend and
indemnify DA and hold DA harmless from and against any and all claims, liabilities, damages, and
expenses, including, without limitation, reasonable attorneys’ and experts’ fees, brought by any
third party arising from or relating to Your use of the Service, including but not limited to: (i)
Your violation of DA’s Acceptable Use Policy, (ii) any claim by a third party that Your Data
violates the Intellectual Property Rights of a third party, and (iii) Your violation of any other
policy communicated to You by DA in connection with your use of the Service.
- Notices. All notices to DA must be in writing and will be deemed given only
when sent by email to email@example.com. All notices to You may be given online via Your access
to the Service or emailed to You utilizing the email address submitted by You upon registration. A
Party may change its address for notices by notifying the other Party.
- GOVERNING LAW; JURY WAIVER. THE AGREEMENT IS DEEMED TO BE MADE UNDER AND SHALL
BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF
LAWS PROVISIONS. THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, FOR THE ADJUDICATION OF ALL MATTERS
RELATING TO, OR ARISING UNDER THIS AGREEMENT AND THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN ANY FORUM NON CONVENIENS. BOTH PARTIES AGREE TO
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, BETWEEN ANY OF
THE PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES RELATED TO IN ANY WAY THIS AGREEMENT. THIS
AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL
SALE OF GOODS, THE APPLICATION OF WHICH IS HEREBY EXPRESSLY EXCLUDED.
- TERMINATION. This Agreement is effective until terminated earlier in accordance
with its terms (the "Term"). Either Party may terminate this Agreement for
convenience, in whole or in part, any time by giving the other Party prior notice of the termination
date. This Agreement shall automatically terminate upon Your acceptance, if any, of a successor
agreement related to the Service. The provisions relating to the following rights and obligations
shall survive the termination of this Agreement: Sections 3, 8 and 16-20.
Upon termination, You agree to promptly cease using the Service and to, at your discretion, promptly
backup Your Data from the Service. DA reserves the right to delete Your Data from the Service within
a reasonable amount of time after termination of this Agreement.
- Independent Contractors. DA and You will at all times be independent
contractors. Neither Party will have any right, power or authority to enter into any agreement for
or on behalf of, or to assume or incur any obligation or liabilities, express or implied, on behalf
of or in the name of, the other Party. This Agreement will not be interpreted or construed to create
an association, joint venture or partnership between the Parties or to impose any partnership
obligation or liability upon either Party.
- Severability. If any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
remain in full force and effect. The Parties agree to replace the invalid or unenforceable provision
with one that matches the original intent of the Parties.
- Third-Party Beneficiaries. For the avoidance of doubt, all rights and benefits
granted under this Agreement to You will be deemed granted directly to You. Otherwise, no third
party will be deemed to be an intended or unintended third-party beneficiary of this Agreement. DA
is not responsible for any third-party claims against You.
- Entire Agreement, Assignment. This Agreement constitutes the entire agreement
of the Parties pertaining to the subject matter hereof, and supersedes all prior agreements and
understandings pertaining thereto, notwithstanding any oral representations or statements to the
contrary heretofore made. This Agreement may not be assigned or transferred by You without the prior
written consent of DA.
- Modification; Waiver; Rights. DA MAY AMEND OR RESTATE THIS AGREEMENT AT ANY
TIME UPON NOTICE TO YOU, WHICH NOTICE MAY BE GIVEN ONLINE. BY CONTINUING TO ACCESS OR USE THE
SERVICE, YOU AGREE TO BE BOUND BY ANY SUCH AMENDMENTS MADE BY DA. No amendment of this Agreement
may be made by You unless in writing and signed by both Parties. All rights and remedies provided
for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies
available to either Party at law, in equity or otherwise.
DA will temporarily not charge a Fee for the initial roll out of the Service. DA reserves the
right to begin charging Fees for Your use of the Service based upon Your resource usage while
accessing the Service.
DA Acceptable Use Policy
Your use of the Service is subject to this Acceptable Use Policy. Capitalized terms have the
meaning given to them in the Agreement between You and DA.
You agree not to, and to not allow third parties to use, the Service:
- to violate, or encourage the violation of, the legal rights of others (including, without
limitation, storage or transmittal of any material that violates the Intellectual Property
Rights of any entity or person);
- to engage in, promote or encourage illegal activity;
- to engage in the purchase, sale, or other transaction of any asset or other item that would
violate or cause DA to violate any applicable law, including without limitation, the Securities
Exchange Act of 1934;
- for any unlawful, invasive, infringing, offensive, defamatory or fraudulent purpose;
- to store or transmit infringing, offensive, libelous, or otherwise unlawful or tortious
material, (including any materials which illegal, obscene, indecent, defamatory, incites racial or
ethnic hatred, violates the rights of any entity or person, harms or threatens the safety of any
entity or person or may otherwise constitute a breach of any applicable law);
- to intentionally store or distribute Malicious Code or any items of a destructive or deceptive
- to interfere with the use of the Service, or the equipment used to provide the Service, by DA’s
- to disable, interfere with or circumvent any aspect of the Service;
- to generate, distribute, publish or facilitate unsolicited emails, promotions, advertisements or
other solicitations; or
- to use the Service, or any interfaces provided with the Service, to access any other products or
services of DA or its subcontractors in a manner that violates the terms of service of such other
product or service.