Copyright (C) Dapper Labs, Inc., and its Affiliates. Proprietary and Confidential
All code in this directory is governed by a limited use agreement between Dapper Labs and Genies, and not for use or distribution to any third-party. Code in this directory may not be used by any other person, organization or company without prior written consent from Dapper Labs. For questions, please email ip@dapperlabs.com.
LIMITED USE AGREEMENT
THIS LIMITED USE AGREEMENT (the "Agreement") is made and entered into as of March 2022 (the "Effective Date"), by and between Dapper Labs, Inc. ("Licensor"), and Genies, Inc. ("Licensee"). Licensor and the Licensee are individually referred to as a "Party" and collectively referred to as the "Parties."
- LICENSE
1.1. Development Services Agreement. Licensor and Licensee has entered into that certain Development Services Agreement effective March 1, 2021 ("DSA") under which Licensor provides development services to Licensee. The Parties hereby agree that all work done under the DSA shall be governed by the terms of that agreement except as it pertains to the software described on Schedule A ("Software") which shall be governed by the terms of this Agreement.
1.2. Grant of License. Subject to the terms and conditions in this Agreement, Licensor hereby grants to the Licensee a nontransferable, non-sublicensable, non-exclusive license to use, maintain and modify the Software for the internal purposes of supporting the creation and distribution of digital avatars.
1.3. Restrictions. Licensee shall not directly or indirectly permit any third party to use, view or access the Software in any way. Licensee shall not lease, rent, loan, sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer or provide the Software to any third party, except in the case of a Licensee subcontractor that is subject to restrictions no less protective of Licensor's rights under this Agreement, and only with prior written consent of Licensor. Licensee shall not alter or remove any copyright or other legal notice in copies of the Software.
1.4. Copyright Notices. Licensee agrees to reproduce and include, in their entirety and without alteration, any applicable copyright, trademark and other proprietary rights notices present in the Software. Licensee agrees that it shall not remove or alter any copyright, trademark or other proprietary rights notices that appear on any copy of the Software.
1.5. Reservation of Rights. Except for the rights granted in Section 1.1, this Agreement does not grant to the Licensee any other right, title or interest, including, without limitation, any security interest, in any of the Software or any other property of Licensor or its affiliates.
1.6. Enhancements and Maintenance. As between Licensee and Licensor, Licensor shall own all right, title and interest in and to any modification, upgrade, or fix to the Software, or any derivative work of the Software ("Licensor Enhancements"). Licensee hereby assigns to Licensee all right, title and interest in and to the Licensor Enhancements. For the avoidance of doubt, Licensor Enhancements are not included in the Software. Licensor is under no obligation to provide any maintenance or support to Licensee or any other person or entity in connection with the Software.
- TRADE SECRETS AND CONFIDENTIALITY
2.1. Trade Secrets. Licensee acknowledges and agrees that the Software comprises valuable intellectual property (including but not limited to trade secrets) of Licensor. Licensee shall take all reasonable steps necessary to preserve and protect the validity of the intellectual property rights (including but not limited to trade secrets) in the Software.
2.2. Nondisclosure of Confidential Information. Licensee agrees that it will (i) hold in confidence and not disclose to any third party any and all information that Licensee receives or learns about Licensor's systems or products, and any other business or technical information that Licensee receives from Licensor in connection with this Agreement ("Confidential Information"), except as approved in writing by us; (ii) protect such Confidential Information with at least the same degree of care that Licensee uses to protect its own sensitive information, but in no case less than reasonable care; (iii) use the all Confidential Information for no purpose other than the purpose of this Agreement; and (iv) immediately notify Licensor upon discovery of any loss or unauthorized disclosure of such information. The provisions in this Section will not restrict Licensee from disclosing information to the extent required by law or regulation, provided that Licensee uses reasonable efforts to give Licensor reasonable advance notice of such required disclosure in order to enable Licensor to prevent or limit such disclosure. If such disclosure is still required following such efforts, Licensee may do so without being in breach of this Agreement, provided it discloses only those portions which are required to be disclosed, and provided that Licensee uses its best efforts to obtain confidential treatment for such information upon disclosure.
- TERMINATION
3.1. Term. This Agreement shall continue indefinitely unless terminated as provided herein (the "Term").
3.2. Termination for Material Breach of Agreement. Either Party may, at its option and in its sole discretion, terminate this Agreement upon the material breach by the other Party of any provision of this Agreement, which breach is not cured by the breaching Party within thirty (30) days after receipt of written notice thereof from the other Party.
3.3. Obligations Upon Termination. Upon any termination of this Agreement, (a) the shall terminate, and (b) Licensee shall (i) immediately discontinue use of all Software and other Licensor Confidential Information and relinquish any and all rights with respect to the Software and other Licensor Confidential Information; and (ii) each Party shall promptly return to the other Party the original and return, or certify to the destruction of, all copies of the other Party's Confidential Information or (in the case of the Licensee) any other information relating to any of the Software furnished by Licensor or otherwise in the possession of the Licensee, and any reproductions, notes, summaries, translations or similar documents relating to the other Party's Confidential Information or (in the case of the Licensee) relating to any Software.
3.4. Continuing Obligations. The agreements, representations, warranties, covenants, duties and obligations as set forth in this Agreement, which by their terms or to the extent consistent with the intent and purpose of this Agreement extend beyond the term of this Agreement, including Article 1, Article 2, Article 3, and Article 4 hereof, shall survive termination or expiration of the term of this Agreement.
- GENERAL
4.1. Disclaimer of Warranties. THE LICENSES GRANTED IN THIS AGREEMENT AND ALL SOFTWARE, SOURCE CODE OR OBJECT CODE ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT ANY WARRANTIES.
4.2. Limitation on Liability. IN NO EVENT SHALL LICENSOR BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUES, LOST DATA, COST OF CAPITAL, COST OF SUBSTITUTE GOODS OR SERVICES OR ANY CLAIMS OF ANY THIRD PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR ASSUMES NO RESPONSIBILITY FOR ANY MALFUNCTION, NON-PERFORMANCE OR DEGRADATION OF PERFORMANCE OF THE SOFTWARE. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE MAXIMUM LIABILITY OF LICENSOR FOR ANY DAMAGES OR CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100.00
4.3. Notices. Except as otherwise provided herein, all notices under this Agreement shall be in writing and shall be given at the addresses set forth on the signature pages below, or at such other address as the parties shall provide to the other in writing from time to time. Such notice, requests, demands or other communications shall be made by personal delivery or by overnight mail by a reputable carrier and shall be effective as of the day delivered if made by personal delivery, and the day after being sent if sent by overnight mail.
4.4. Amendment and Waiver. This Agreement may not be amended except in a writing executed by both Parties. No waiver shall be deemed effective under this Agreement unless in writing signed by the Party against whom the waiver is to be effective.
4.5. No Assignment. Licensee shall not, and shall not attempt to, assign, delegate, sublicense or otherwise transfer the License or any rights or obligations under this Agreement, directly or indirectly (including change of control), to any other party without the express prior written consent of Licensor. Any purported assignment by Licensee in violation of this provision shall be void.
4.6. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its choice of law and conflicts of law rules. The Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement shall be brought in the federal or state courts having subject matter jurisdiction over such actions in San Francisco, CA.
4.7. Binding Agreement. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, among the Parties with respect to the subject matter hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be wholly or partially illegal, invalid or unenforceable in any jurisdiction, the remainder of this Agreement (including such provision, to the extent enforceable) shall remain in full force and effect, and such holding shall not affect this Agreement or any provision hereof in any other jurisdiction. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
Schedule A
Software
- github.com/axiomzen/cors/v2 v2.0.1
- github.com/axiomzen/envconfig v1.3.0
- github.com/axiomzen/middler/v3 v3.0.0
- github.com/axiomzen/middlewares/v5 v5.3.1
- github.com/axiomzen/null v7.0.1+incompatible
- github.com/axiomzen/pkg/pgutil v1.0.0
- github.com/axiomzen/tome/v3 v3.1.1
- github.com/axiomzen/yawgh v4.2.1+incompatible
- github.com/dapperlabs/genies-dibs v0.0.6
- github.com/dapperlabs/graphb v0.0.0-20210813174407-9702ebd17d07
- github.com/dapperlabs/tracing v0.1.1
- github.com/dapperlabs/txo v1.5.0
- github.com/dapperlabs/waterhose/v2 v2.2.0