IF YOU ARE ENTERING INTO THIS AGREEMENT ELECTRONICALLY AND YOU HAVE ALREADY ENTERED INTO A SEPARATE LICENSE AGREEMENT DIRECTLY WITH BLERIFY INC., (AS MAY BE APPLICABLE, "BLERIFY", "US", "WE" OR "LICENSOR") IN CONNECTION WITH THE ACCESS OR USE OF THE BLERIFYTM PLATFORM (DEFINED BELOW) THEN THIS LICENSE AGREEMENT ("AGREEMENT") SHALL NOT APPLY, EVEN IF YOU ARE REQUIRED TO CLICK "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON AFFIRMING YOUR CONSENT TO THIS AGREEMENT. OTHERWISE, PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE PLATFORM.
BY SIGNING THIS AGREEMENT, OR CLICKING "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE BLERIFYPLATFORM, WHICH CONSISTS OF SOFTWARE ON A SAAS BASIS AND/OR MOBILE APPLICATION AND ALL RELATED DOCUMENTATION, MANUALS AND TRAINING MATERIALS ("PLATFORM"), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE ORGANIZATION YOU REPRESENT ("YOU" OR "LICENSEE"), ARE ENTERING INTO A LEGAL AGREEMENT WITH BLERIFY, AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE DATE OF SUCH OCCURRENCE BEING THE "EFFECTIVE DATE"). TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING "I AGREE", "ACCEPT" OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW.
PLEASE READ THE AGREEMENT, AS IT GOVERNS YOUR USE OF THE PLATFORM. FOR CONVENIENCE, HERE ARE SOME KEY POINTS YOU SHOULD BE AWARE OF:
• Full Key & Data Recovery Process: Blerify will provide Licensee with a Full Key & Data Recovery Process (as defined below). Licensee must set up a prefered mechanism to enable the Full Key & Data Recovery Process as soon as possible.
• Sanity Testing: Licensee should perform a sanity test on the Platform following a setup for each project to be created or digital asset to be issued, by sending and receiving a digital asset to a test Blerify wallet and verifying that it has been received and can be used in the wallet according to the Licensee’s expectations.
• Compliance with Applicable Law: Licensee shall ensure that its digital asset activities comply with all applicable laws and regulations, including but not limited to, consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, and terrorist financing laws and regulations.
1. Subscription to Platform
Subject to Licensee's compliance with the terms and conditions of this Agreement (including payment obligations), Blerify grants to Licensee a non-exclusive, non-sublicensable, non-transferable license to access and use the Platform during the Term of this Agreement for business purposes in accordance with the terms of your project as set forth in the order ("Order"). The Platform includes one or more of the following services and interfaces which may be subject to an Order: (i) a portal that enables Licensee to create projects and issue, track, and monitor digital assets, credentials, documents, and data; (ii) a non-custodial wallet that interacts with various trust registries including blockchain networks, and enables Licensee to authenticate electronically, store, manage, and monitor digital assets, credentials, documents, cryptographic keys, and data; shares and verifies credentials and documents; and connects with digital services; (iii) a verification module that can be used to verify credentials, assets, issuers, and data; and (iv) any additional software that Licensee may elect to license in connection with its use of the Blerify Platform. Licensee's use of the Platform is governed by the terms and conditions of this Agreement and, if additional or different terms are specified in an Order, the terms and conditions of the Order.
2. License Restrictions
Licensee will not, nor will it authorize or assist others to: (a) circumvent, disable or otherwise interfere with security-related features of the Platform or features that enforce limitations on use of the Platform, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Platform or otherwise discern the Platform’s, source code, protocols, propietary processes, and user interfaces, among other things, except and solely to the extent permitted under applicable law notwithstanding this restriction, (c) use the Platform on a platform bureau or time sharing basis or to provide services to third parties not in accordance with this Agreement, (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Platform or any of Licensee's rights therein, (e) violate or abuse password and cryptographic key protections governing access to the Platform, (f) interfere or attempt to interfere with the integrity or proper working of the Platform, (g) use the Platform in any unlawful manner or in breach of this Agreement, (h) use Blerify's name, logo or trademarks without prior written consent, (i) delete, remove, obscure or in any manner alter the copyright, trademark, and other of Blerify's or any other third parties' intellectual proprietary rights notices appearing on or in the Platform or any component thereof, (j) use the Platform in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed at identifying security vulnerability, or other benchmarking activities, either alone or in connection with any other service or hardware without the prior written consent of Blerify, and/or (k) use the Platform other than as permitted herein.
Licensee will prevent unauthorized access to or use of the Platform and notify Blerify promptly of any such unauthorized access or use.
3. Proprietary Rights
3.1. Intellectual Property Rights. The Platform is a valuable trade secret of Blerify and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Blerify. The Platform is not for sale and is Blerify's sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Platform and any and all improvements and derivative works thereof are and shall remain owned solely by Blerify. This Agreement does not convey to Licensee any interest in or to the Platform other than a limited right to use the Platform in accordance with
Section 1. Nothing herein constitutes a waiver of Blerify's intellectual property rights under any law.
3.2. Feedback. If Blerify receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Platform (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Blerify and shall be considered Blerify Confidential Information. Licensee hereby irrevocably and unconditionally transfers and assigns to Blerify all intellectual property rights it has in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Blerify at its sole discretion, and that Blerify in no way shall be obliged to make use of any kind of Feedback or part thereof.
3.3. Third Party Software. Portions of the Platform may include third party open source software that is subject to third party terms and conditions ("Third Party Terms"). If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Company makes no warranty or indemnity hereunder with respect to any open source software.
4. Licensee Data.
4.1. Licensee Data. While using the Platform, Licensee may choose to provide, upload, import, transmit, or post certain Licensee Data. Licensee hereby grants to Blerify a royalty-free, fully-paid, irrevocable, non-exclusive license to store (in encrypted form) the Licensee Data in order to provide the Platform to Licensee. Licensee Data cannot be decrypted or accessed by Blerify. . Licensee acknowledges that i) the Platform does not operate as an archive or file storage service; (ii) Blerify may collect and analyze anonymous information; and (iii) any data registered in a blockchain network through the Platform is publicly available and cannot be removed. Licensee is solely responsible for the backup of Licensee Data and Licensee alone can implement back up plans and safeguards appropriate for its requirements. "Licensee Data" means data provided by Licensee and/or its Authorized Personnel for the purpose of and in connection with using the Platform.
4.2. Rights in Licensee Data. Licensee shall own all rights, title and interest in Licensee Data. Licensee represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Licensee Data and Licensee has the right to provide Blerify the license granted herein to use such Licensee Data in accordance with this Agreement. Licensee further represents and warrants that to the extent Licensee Data includes any personally identifiable information or personal data, Licensee has received the required consents or permits and has acted in compliance with applicable privacy laws and regulations (including, but not limited to, the EU General Data Protection Regulation ("GDPR")), as to allow Blerify to receive (including transfers outside of the European Economic Area), process and use the Licensee Data solely in order to perform the services hereunder. Licensee shall have sole responsibility for the reliability, integrity, accuracy and quality of the Licensee Data. To the extent that Licensee needs a data processing agreement ("DPA"), Licensee shall make sucha a request to Blerify and shall return it signed to Blerify as described therein.
5. Licensee Obligations.
5.1. Digital Wallet. In order to use the Platform, Licensee is required to use an application or key vault that can generate, manage, and store cryptographic keys (“Digital Wallet”). Licensee may be required to connect a Digital Wallet to the Platform in order to use the Platform. The Platform includes a Digital Wallet (“Blerify Wallet”), which is a mobile app available in the app stores. We recommend that Licensee use the Blerify Wallet to maximize the user experience.
5.2. Private Key Generation. To connect to the Platform using the Blerify Wallet mobile app, Licensee shall create one or more private keys and identifiers that will be generated on Licensee’s Blerify Wallet ("Private Key Generation"). Licensee represents and warrants that its Authorized Personnel own the devices where the Blerify Wallet is installed.
5.3. Full Key & Data Recovery Process. After registering for the Blerify Wallet, Licensee should follow the steps in the Blerify Wallet to create a backup of your data, credentials, and private keys (which will be in an encrypted form) in your cloud storage ("Full Key & Data Recovery Process"). In the event your device breaks or is stolen, initiate the Full Key & Data Recovery Process by downloading and installing the Blerify Wallet in the new device.
Licensee is aware that Licensee (i) is solely responsible for the personal cloud storage associated with the Full Key & Data Recovery Process, and (ii) can export and back up data, credentials, and private keys in another virtual or physical storage. From time to time, the Blerify Wallet will perform a recovery test to ascertain whether the Full Key & Data Recovery Process is operating properly.
5.4. No unauthorized use. Licensee acknowledges that only Licensee’s Authorized Personnel can use Licensee’s Blerify Wallet, Private Key(s), and the Full Key & Data Recovery Process (collectively, "Licensee’s Keys"). Licensee will prevent unauthorized access to, or use of, the Licensee’s Keys, and Licensee will notify Blerify promptly of any unauthorized access or use of Licensee’s Keys. Licensee is solely responsible for any consequences, losses, expenses, costs, and claims that may result from any incorrect, neglected and unauthorized use of the Licensee’s Keys. Blerify shall assume no responsibility for any loss or damage that may be incurred due to the failed recovery of the Blerify Wallet or the Licensee’s Keys, loss of data, erroneous transmission of digital assets, loss of Licensee’s Keys, and hacking by third parties.
5.5. Security Breach Notification. Licensee shall notify Blerify of any security breach of the Platform, Licensee’s Keys, network, endpoint or system as soon as possible upon becoming aware of such event. Licensee shall cooperate in good faith with Blerify in the investigation of any suspected unauthorized access to or use of the Platform using the Licensee's accounts, credentials or cryptographic keys, and any security breach.
5.6. Sanity Testing. Licensee should perform sanity testing to the Platform on a regular basis to ensure that the Platform is operating as expected.
5.7. Risk Disclosure. Licensee acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Licensee's duty to learn about all these risks. Even if Blerify alerts Licensee to some of the risks involved with digital assets, their protocols and networks, Blerify has no responsibility to alert Licensee of all these risks. Blerify has no control over, and makes no representations regarding the value of digital assets, or the security of blockchain networks or protocols. Blerify does not own or control the underlying software protocols which govern the operation of digital assets. Blockchain networks and protocols are subject to changes in protocol rules (referred to as "forks"), and such forks may materially affect the value, function, or name of certain digital assets. Licensee acknowledges and agrees (i) that Blerify is not responsible for operation of the underlying digital asset protocols and that Blerify makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, Blerify may temporarily suspend the Platform relating to the digital asset affected, and Blerify may configure or reconfigure its services or decide not to support the forked protocol entirely, but allow Licensee to transfer the affected digital asset.
5.8. Insurance. Licensee is solely responsible for maintaining insurance policies for its digital assets and/or its products, services and operations. Notwithstanding the foregoing, the Parties may agree to purchase an insurance policy to cover the activities made pursuant to this Agreement subject to applicable fees to be paid with respect thereto.
5.9. Delegated Use. The Platform may only be used through a Licensee's account (the "Account"). This Section 5.9 describes the circumstances under which Licensee may delegate access to its Account under this Agreement as well as Licensee's responsibilities with respect to such delegated use.
5.9.1. Authorized Personnel. The Licensee hereby can authorize and appoint certain individuals who have the right to use the Platform (“Authorized Personnel”). These individuals may act in its name and on its behalf, to provide, approve, amend and/or replace Licensee's policies and configuration (which includes the appointment of the Permitted Users (as defined below)) with respect to the Platform. Any update or modification of Licensee's policies and configuration by the Authorized Personnel shall be deemed to be made by Licensee.
5.9.2. Permitted Users. Licensee or its Authorized Personnel may appoint and expressly authorize Licensee's employees and Platform providers to access the Platform through Licensee's Account (each a, "Permitted User"). Licensee and its Authorized Personnel will ensure that the Permitted Users keep the Account login details secure at all times. Unauthorized access or use of the Account or the Platform must be immediately reported to Blerify. Licensee may change the Permitted Users directly by using the panel for roles and user management enabled in the Platform.
5.9.3. Further Responsibilities of Licensee. Licensee will ensure that the Authorized Personnel and Permitted Users comply with the terms of this Agreement. Licensee is and will remain solely responsible for its internal policies and procedures with respect to delegating use of the Platform to Licensee's Authorized Personnel and Permitted Users, and Licensee acknowledges that it will be liable for any breach of this Agreement by its Authorized Personnel or Permitted Users. Moreover, Blerify will not be responsible or liable in any way in any instance of unauthorized access or use of the Platform by Licensee's Authorized Personnel, Permitted Users, or any other third party using Licensee's Account to access to the Platform (including in case of theft, embezzlement or similar cases).
5.10. Supported protocols, digital assets, and transactions. Blerify supports the protocols, digital assets, and transactions displayed in the Platform as of the Effective Date. Licensee shall not attempt to create any digital project that is not set forth in the Order.
5.11. Update of the software. Blerify may from time to time provide updates or upgrades to the Platform, but is not under any obligation to do so. Such updates and upgrades will be supplied according to Blerify’s policies, which may include automatic updating or upgrading. From time to time, Blerify may require Licensee and its personnel to install certain software updates on their devices (e.g., mobile app) in order for it to work optimally in conjunction with the Platform. It is Licensee's responsibility to install these updates on the devices used by it and its personnel in connection with the Platform. Blerify will not be responsible for any use of the Platform, to the extent the device used was not updated and will bear no liability for any damage caused due to the inability to use the Platform or for any transfer which will not be performed properly. Furthermore, for certain updates (at Blerify' sole discretion), due to security issues, Blerify may deny access to non-updated software and devices. This Agreement shall govern any update and upgrade that replaces or supplements the original Platform.
6. Optional Software Platforms
Blerify may, from time to time in its sole discretion, offer to provide optional additional services in connection with its provision of the Platform (the "Optional Services"). Optional Services are offered on an opt-in basis to Licensees that affirmatively access the Optional Services or otherwise specify them in an Order.
7. Pricing and Payment
7.1. Trial Fee. In consideration for the license granted for the Platform during the Trial Period (as defined below), Licensee may be required to pay Blerify the trial fee as set forth in the Order ("Trial Fee"). Unless otherwise specified in the Order, payment of the Trial Fee shall be made in advance.
7.2. Fees. The license granted for the Platform following any Trial Period and the provision of related services, to the extent applicable, are subject to the full payment of the applicable fees as set forth in the Order ("Fees"). Unless otherwise specified in the Order, payment shall be made on a monthly basis.
7.3. Payment Terms. Unless otherwise specified in the Order, all Fees shall be due and payable at the beginning of each month, against an appropriate invoice. Payment can be made by wire transfer or credit card. If Licensee does not pay by the due date, the overdue amount shall be subject to a late fee equal to 1% per month or, if less, the maximum amount allowed by applicable law and/or Blerify may also stop providing access to the Platform until the whole amount is paid and require a guarantee at its discretion as a condition for continuing the provision of the services.
7.4. Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All Fees are exclusive of any applicable taxes, duties and similar governmental charges.Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. Licensee agrees to hold Bleirfy harmless from all claims and liability arising from Licensee's failure to report or pay such taxes, duties or other governmental charges.
8. Support Service
During Blerify’s Beta phase, Blerify will provide support and maintenance service under a best efforts standard, providing Licensee critical support to issues related to system unavailability and high severity support to issues impacting Platform performance.
9. Limited Warranties; Disclaimer of Warranties
9.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.
9.2. Blerify's Representations. Blerify further warrants that: (a) the Platform will perform materially in accordance with the applicable documentation; and (b) the Platform and the use of the Platform will not introduce any malicious code into Licensee's systems. In case of failure to the above warranties, Licensee will immediately notify Blerify of such failure, and Blerify will make commercially reasonable efforts to repair or replace the non-conforming Platform.
9.3. Licensee's Representations. Licensee further represents and warrants and shall ensure that its digital assets and other activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.
9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PLATFORM AND THE SERVICES PROVIDED BY BLERIFY TO LICENSEE ARE PROVIDED "AS IS" AND BLERIFY AND ITS THIRD PARTY PROVIDERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE PLATFORM, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. BLERIFY DOES NOT WARRANT THAT THE PLATFORM WILL MEET LICENSEE'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
9.5. MALICIOUS CODE. BLERIFY HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO), ANY DAMAGE TO LICENSEE'S ACCOUNT AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE PLATFORM ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY BLERIFY OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM LICENSEE'S NETWORK OR SYSTEM.
9.6. Additional Disclaimers. Blerify cannot warrant and does not warrant that the content available on the Platform is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Licensee any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Platform does not accomplish a transaction or any other error that may happen Blerify is not responsible for any claim, liability, expenses, losses, costs, and/or claims.
10. Intellectual Property Indemnity
10.1. Blerify agrees to defend, at its expense, any third party action or suit brought against the Licensee alleging that the Platform, when used as permitted under this Agreement, infringes intellectual property rights of a third party ("IP Infringement Claim"); and Blerify will pay any damages awarded in a final judgment against the Licensee that are attributable to any such claim, provided that (i) the Licensee promptly notifies Blerify in writing of such claim; and (ii) the Licensee grants Blerify the sole authority to handle the defense or settlement of any such claim and provides Blerify with all reasonable information and assistance, at Blerify's expense. Blerify will not be bound by any settlement that the Licensee enters into without Blerify's prior written consent.
10.2. Notwithstanding the foregoing, Blerify shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Platform made by a party other than Blerify or its designee; (ii) Licensee's failure to implement software updates provided by Blerify specifically to avoid infringement; or (iii) the combination or use of the Platform with equipment, devices or software not supplied by Blerify or not in accordance with Blerify’s instructions (each shall be referred as "Other Claim").
10.3. If the Platform becomes, or in the Blerify' opinion is likely to become, the subject of an IP Infringement Claim, then Blerify may, at its sole discretion: (a) procure for Licensee the right to continue using the Platform; (b) replace or modify the Platform to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite the Blerify's reasonable efforts, then the Blerify may terminate this Agreement and in such event accept return of the affected Platform and provide a refund for any amount pre-paid by Licensee for such returned Platform for the remaining unused period of the license.
10.4. Licensee will defend, indemnify, and hold harmless Blerify and its officers, directors and employees ("Blerify Indemnitees") from and against any Claims against Blerify Indemnitees, to the extent based upon Other Claims.
10.5. This Section states Blerify's entire liability, and Licensee's exclusive remedy, for claims or alleged or actual infringement.
11. Limitation of Liability
EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR LICENSEE'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF BLERIFY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.
EXCEPT FOR BLERIFY'S INDEMNIFICATION OBLIGATION UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY'S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM LICENSEE'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF BLERIFY’SINTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER), EITHER PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO BLERIFY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO BLERIFY UNDER THIS AGREEMENT.
12. Confidential Information
Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including without limitation trade secrets and other information related to the Platform, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the "Confidential Information"). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party's obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, or use of, the disclosing party's Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or regulation, or by the order of any court of law or governmental or administrative agency of competent jurisdiction, provided that, except as prohibited by law, regulation or the court or agency issuing the disclosure requirement, receiving party will take reasonably practicable steps to give disclosing party prior notice of such requirement and cooperate (at disclosing party's request and expense) with the disclosing party's efforts to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.
13. Term and Termination
13.1. Trial Period. Subject to the payment of the applicable Trial Fee for a period of thirty (30) days commencing on the Effective Date, the Licensee may use the Platform in order to determine whether the Platform is suitable to its business purposes ("Trial Period"). During the Trial Period, Licensee will have the right to terminate this Agreement at any time by giving written notice to Licensor and Licensor hereby agrees to refund on a prorated basis the Trial Fee prepaid by Licensee following such termination notice. If Licensee chooses not to terminate this Agreement during the Trial Period, subject to payment of the Fees the Agreement will continue automatically as set forth under Section 13.2.
13.2. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the license granted under Section 1 is effective for the initial duration of the term set forth in the Order ("Initial Term"). Following the Initial Term, this Agreement shall automatically be renewed for additional one (1) year terms (each a "Renewal Term"), unless either party provides the other party with a signed written notice (either by mail or by email) of termination of this Agreement at least thirty (30) days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term, Trial Period and all Renewal Terms shall collectively be referred to as the "Term"). If Licensee shall continue to use the Platform licensed hereunder past any renewal date, Licensee shall be deemed to have renewed the Agreement for the following Renewal Term.
13.3. Termination for Breach. Either party may terminate this Agreement at any time by giving written notice to the other party if the other party is in breach or default of any material provision of this Agreement, and, if curable, fails to cure the breach or default, within thirty (30) days after being given written notice, specifying details of the breach or default and requiring the same to be remedied.
13.4. Suspension of Services. If Licensee does not pay two monthly consecutive invoices, Blerify, in its sole discretion, may suspend, block and/or restrict Licensee's access to the Platform. Blerify will give Licensee ten (10) days prior notice of such suspension or termination.
13.5. Effect of Termination. Upon termination, Licensee shall: (i) immediately cease use of the Platform and return to Blerify any and all of Blerify Confidential Information then in its possession.
13.6. Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement including, but not limited to, Sections 2 (License Restrictions), 3 (Proprietary Rights), 4 (Licensee Data), 9 (Limited Warranties; Disclaimer of Warranties), 10 (Intellectual Property Indemnity), 11 (Limitation of Liability), 12 (Confidential Information), 13.5 (Effect of Termination), this Section 13.6 (Survival) and 17 (Miscellaneous) shall survive any expiration or termination of this Agreement.
14. Force Majeure
Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, omission or condition beyond the reasonable control of the affected party ("Force Majeure Event"), provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected by such act, omission or condition may terminate this Agreement upon written notice if the other party remains unable to perform because of any circumstances described in this Section 14 for a period of more than 60 days. It is hereby clarified that neither an occurrence of a Force Majeure Event or the termination of this Agreement in connection therewith shall relieve either party from its obligations to pay the other any outstanding payments due under this Agreement.
15. Export Controls and Trade Sanctions Compliance
Licensee agrees that Licensee’s use of the Platform will comply with applicable export control and trade sanctions laws, rules and regulations, which may include without limitation the regulations administered by the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") and the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") (collectively, "Export Control Laws"). Licensee represents and warrant that (i) Licensee is not a citizen of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Russia, Crimea, Cuba, Libya, Iran, North Korea, and Syria); (ii) Licensee is not identified on any U.S. government restricted party lists (including without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS; and (iii) that no content created or submitted by Licensee is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Licensee agrees that Licensee will not use the Platform to disclose, transfer, download, export or re-export, directly or indirectly, any content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Licensee may be subject. Licensee acknowledges that the Platform may not be available in all jurisdictions and that Licensee is solely responsible for (i) complying with the Export Control Laws and (ii) monitoring them for any modifications.
16. Governing Law and Jurisdiction
16.1. This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles and laws relating to the conflict of laws. The competent courts of the State of Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
16.2. Notwithstanding anything to the contrary, we may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.
17. Miscellaneous
17.1. Entire Agreement. This Agreement, together with the Order, represents the complete agreement concerning the subject matter hereof, and supersedes any prior or contemporaneous agreements between the Parties with respect to the subject of this Agreement. The Agreement may be amended only by a written agreement executed by both Parties. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.
17.2. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.
17.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of this Agreement will in no way affect such party's right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Agreement constitute a waiver of any succeeding breach.
17.4. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Blerify in connection with a merger, consolidation, sale of all of the equity interests of Blerify, or a sale of all or substantially all of the assets of Blerify to which this Agreement relates.
17.5 Notices . To the fullest extent permitted by law, notices and other communications (collectively, "Communications") from Blerify to Licensee regarding the Agreement (including the Order) may be provided to you electronically, and Licensee consents and agrees to receive those Communications in an electronic form. Electronic Communications may be posted on the pages within Blerify's website, your Blerify Platform, documentation that we may provide to you, or other services provided and/or delivered by Blerify to the email address you provide to us, or which is associated with your Platform Account. All Communications in electronic format will be considered to be "in writing," and to have been received no later than twenty-four (24) hours after posting or dissemination, whether or not you have received or retrieved the communication. Licensee agrees to give us notice of any change of your postal or email address. Licensee may provide notice to Blerify by emailing Blerify at legal@blerify.com.
