Applicable Terms and Conditions for this Code Repository

1. Definitions

“You” or “Your” means the individual or legal entity that is accessing Software through this code repository.

“Digital Asset” means 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, or any of its subsidiaries or affiliates.

“Software” means any goods, licensed materials, documentation, or software (including object and/or source code) made available for download by Digital Asset via this code repository.

2. Use of Software pursuant to a License Agreement. If You are using the Software contained in this code repository pursuant to a Master Product Agreement, Evaluation Agreement, or other similar software license agreement (the “License Agreement”) signed between You and Digital Asset and which remains in effect as of the date You access the Software, and such use of the Software is for the purpose set forth in the License Agreement, the License Agreement shall govern your use of the Software. If You have: (i) not signed a License Agreement with Digital Asset for use of the Software or Your License Agreement with Digital Asset is no longer in effect, and (ii) You are not using the Software related to operating or using the Canton Network Utility (the “Utility” as set forth in Sections 3 and 4 herein), You are not authorized to access or use the Software.

3. Use of Software for the Canton Network Utility. If You are using the Software contained in this code repository to operate  or use the Utility and you are not a party to an applicable License Agreement, Your use of the Software is exclusively subject to the terms and conditions set forth in Section 4 herein (the “Utility T&Cs” or the “Agreement”, as applicable). BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE, ACCEPT, AND AGREE TO BE BOUND BY THE UTILITY T&CS.

4. Utility T&Cs.

   a. LICENSE TERMS.
      i. Ownership/Title of Software.  As between Digital Asset and You (each individually a “Party” and collectively, the “Parties”), Digital Asset exclusively retains and owns all right, title, and interest, including but not limited to any and all intellectual property rights, in and to the Software and any and all improvements, updates, modifications, derivatives, or enhancements thereof.
      ii. License Grant for Software.
         1. The Software is proprietary to Digital Asset and is licensed, not sold. Your rights to use the Software are limited to those expressly granted in these T&Cs.
         2. Digital Asset hereby grants to You a revocable, limited, non-exclusive, royalty-free, non-transferable, non-sublicensable, and non-assignable license to use the Software solely for operating or using the Utility (the “Utility Purpose”) and not for any other purpose. You must ensure that anyone who uses the Software (accessed either locally or remotely) does so only on Your behalf and complies with these T&Cs.
         3. You shall not: (i) use the Software or any derivatives thereof for any purpose other than the Utility Purpose; (ii) publicly demonstrate any of the Software or any derivatives thereof, whether by itself or in combination with any other product or service; (iii) market, sell, or distribute any of the Software or any derivatives thereof; (iv) market, sell, or distribute any product or service that includes any of the Software or any derivatives thereof; (v) sublicense, rent, or lease any of the Software or any derivatives thereof; (vi) remove or modify any proprietary notices and other legends of ownership and confidentiality on the Software; (vii) modify, translate, copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; or (viii) publish, disseminate, or otherwise disclose any aspect of the evaluation, including the results of any performance testing, to any third party; provided, however, that notwithstanding the foregoing, You may permit your customers' or end-users' (each, an "End-User") to access or use the Software to the extent necessary for their use of an application, product, or service that integrates or otherwise uses the Software as long as the End-User agrees to be bound by the Utility T&Cs set forth herein. You shall remain primarily responsible and liable to Digital Asset for the acts and omissions of your End-Users, including any breach of the Utility T&Cs by an End-User, as if such acts or omissions were performed by You.
         4. Upon termination of this Agreement, You shall immediately stop all use of, and delete all copies of, the Software and all derivatives thereof.
      iii. Feedback. You may provide comments, suggestions, and other evaluative observations or analysis regarding the Software (“Feedback”) to Digital Asset. You hereby grant to Digital Asset a worldwide, fully paid, irrevocable, perpetual, and non-exclusive license, with the right to sublicense to Digital Asset’s licensees and customers, to use and disclose Feedback in any manner Digital Asset chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Digital Asset’s and its sublicensees’ products or services embodying such Feedback in any manner and via any media, without reference or obligation to You.
      iv. Support.  Digital Asset is not obligated under this Agreement to provide You with training and/or support services with respect to any Software. You may submit questions or requests to Digital Asset related to the Software via email, telephone, or Slack, and Digital Asset may, in its sole discretion, choose to respond to such questions or requests. You acknowledge that Digital Asset may not be able to respond to any questions or requests submitted by You and such questions or requests may only be addressed by Digital Asset at such time that Digital Asset has the capacity to respond.

   b. REPRESENTATIONS AND DISCLAIMERS.
      i. Representations. You represent and warrant that You, individually or on behalf of an entity, as applicable: (i) have full legal authority to bind You or such entity to this Agreement; (ii) have read and understand this Agreement; and (iii) You agree, on Your behalf or on behalf of such entity, to this Agreement.
      ii. DISCLAIMERS.
         1. THE SOFTWARE IS PROVIDED “AS IS” WITH NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DIGITAL ASSET DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION WITHOUT ERROR, THAT THE SOFTWARE WILL RUN WITHOUT IMMATERIAL INTERRUPTION OR THAT ANY CONTENT AND DATA WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. DIGITAL ASSET PROVIDES NO WARRANTY REGARDING, AND WILL HAVE NO RESPONSIBILITY FOR, ANY CLAIM ARISING OUT OF THE USE OF THE SOFTWARE.
         2. DIGITAL ASSET IS NOT A BROKER-DEALER OR INVESTMENT ADVISOR AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES OR ABROAD. DIGITAL ASSET DOES NOT OFFER OR PARTICIPATE IN OFFERS OF SECURITIES FOR SALE OR PROVIDE INVESTMENT ADVICE TO OTHERS. IN CONNECTION WITH CLIENT’S USE OF THE PRODUCT, DIGITAL ASSET IS NOT FACILITATING ANY SECURITIES TRANSACTIONS, WHETHER AS A BROKER, DEALER, ISSUER, FINDER, ADVISOR, BUYER, SELLER, TRANSFER AGENT, OR INTERMEDIARY OF ANY KIND. CLIENT IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS, WHETHER IN THE UNITED STATES OR ABROAD, IN CONNECTION WITH ANY ISSUANCE, PURCHASE, OR SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS USING THE PRODUCT. THE PRODUCT MAY BE USED IN CONNECTION WITH THE CANTON NETWORK’S GLOBAL SYNCHRONIZER, WHICH IS OPERATED IN A DECENTRALIZED MANNER AND IS NOT OPERATED OR CONTROLLED BY DIGITAL ASSET. CLIENT IS SOLELY RESPONSIBLE FOR ITS USE OF THE PRODUCT IN CONNECTION WITH THE GLOBAL SYNCHRONIZER AND DIGITAL ASSET SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING CLIENT’S USE OF THE PRODUCT IN SUCH A MANNER.

   c. CONFIDENTIALITY. You shall maintain the confidentiality of the Software, the terms of this Agreement, and any information related to the Software (including any aspect of the evaluation of the Software including the results of any performance testing) (collectively, the “Confidential Information”) and shall not disclose such Confidential Information to any third party without the prior written consent of Digital Asset. You shall not use the Confidential Information for any purpose other than the Utility Purpose. At any time upon Digital Asset’s request, You shall return to Digital Asset, or certify the destruction of, all Confidential Information in Your possession.

   d. LIMITATION OF LIABILITY. IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, SHALL DIGITAL ASSET OR ITS AFFILIATES BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT OR OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   e. TERMINATION. This Agreement is effective until terminated by You or Digital Asset. Either Party may terminate this Agreement for convenience at any time by giving the other party written notice of the termination. The provisions relating to the following rights and obligations shall survive the termination, cancellation, expiration, and/or rescission of this Agreement: Sections 4.a., 4.b.ii., 4.c., 4.d., 4.f., and 4.g., and this last sentence of this Section 4.e.

   f. 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 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.

   g. GENERAL.
      i. Interpretation. Each Party acknowledges that it has entered into this Agreement with full understanding of the Agreement’s terms and conditions, and that this Agreement should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. “Including” means including without limitation.
      ii. Export. Any and all materials provided to You under this Agreement, including technical data relating thereto, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and sanctions control regimes of the United States, including economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control, and may be subject to export or import laws or regulations in other countries. You represent, warrant, and covenant that You (a) are not a prohibited party identified on any government export exclusion lists or sanctions control lists (including the Office of Foreign Assets Control’s list of Specially Designated Nationals) or a member of a government of any other export-prohibited countries pursuant to applicable export and import laws and regulations and sanctions control regimes and (b) will not export, re-export, transship, or otherwise transfer the Software and other technical data to export-prohibited parties or countries or otherwise in violation of U.S. or other applicable export or import laws or sanctions control regimes, or use the Software or any other Digital Asset products, services, or documentation for military, nuclear, missile, chemical, or biological weaponry end uses in violation of U.S. export laws.
      iii. No Modification; Waiver; Rights. No amendment of this Agreement will be valid unless in writing and agreed to by both Parties. No waiver of any right or remedy under this Agreement will be effective unless it is in writing and signed by the Party to be charged therewith. 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.
      iv. 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.
      v. Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended or will be construed to confer, directly or indirectly, upon or give to any person (including creditors of any party), other than the Parties, any legal or equitable right, remedy, or claim under or in respect of this Agreement or any covenant, condition, or other provision contained herein.
      vi. Injunctive Relief. The Parties hereby agree that any breach of Sections 4.a. or 4.c. would constitute irreparable harm, and that the aggrieved Party shall be entitled to a restraining order, specific performance, and/or injunctive or other equitable relief, as a court of law considers appropriate, as a remedy for any such potential or continuing breach without any requirement to post a bond or make any similar expenditure, in addition to other remedies at law or in equity.
      vii. 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 Digital Asset.
