BCDB Agreement

Date August 1, 2019

LICENSING TERMS AND CONDITIONS
MODEX BLOCKCHAIN AS DATABASE (BCDB)


ISSUED BY
Modex (Gibraltar) Limited
as Licensor


TABLE OF CONTENTS

These Licensing Terms and Conditions (hereinafter “Terms and Conditions”) regulate the terms and conditions of use of the Software (as such term is defined below).

PLEASE READ THESE TERMS AND CONDITIONS BEFORE INSTALLING OR USING THIS Software.

By checking the box or clicking the button to confirm your acceptance when you first download and install the software, you are agreeing to all the terms of these Terms and Conditions. Therefore, it is of utmost importance that you read it and familiarize yourself with the notions described herein. If you have any questions regarding its terms, then please contact us at [email protected]

Should you not agree to all of these Terms and Conditions, then please do not check the box or click the button and/or do not use or install the Software, and uninstall the Software from all devices that you own or control.

“Software” means any and all firmware programs and associated files provided with respect to the product titled and marketed under the trade name “Modex Blockchain as Database” (in short hereinafter “Modex BCDB”), representing a blockchain based, back-end engine which can be added as an added layer over the already existing standard database engine, to which blockchain features are then added. The Software includes any and all software programs, applications or “apps” and associated files provided with respect to the Software; all modified versions of and upgrades or improvements to such, all subsequent versions of such programs, and all copies of such programs and files shall be deemed included in the definition of the Software.

By “you,” we mean the person who has downloaded the Software from our or other authorized websites and who has applied and received the right from Modex to proceed accordingly.


1. LICENSE GRANT
Modex hereby grants you the right to use: (i) the Software, for your personal, private, non-commercial purpose; copies of the Software in object code form on devices that you own (or, in the case of firmware, one copy of the firmware in object code form solely on the Software relating to the firmware). As part of this license, you may (i) operate the Software in the manner described in the user documentation for the Software; (ii) where the Software is provided for download onto a personal computer or mobile device, make as many copies of the Software as you reasonably need for your own use.
You can find the user documentation for the Software on the “Support” page that you may retrieve using the following link on our website https://bcdb.modex.tech/docs.
By using the Software, you acknowledge and agree that it is solely your responsibility to understand the terms of these Terms and Conditions, of all documents that describe the functionalities and features of the Software, which are available under the title Modex-BCDB documentation on the following link: https://bcdb.modex.tech/docs. You are advised to regularly check this documentation, as it is subject to continuous updates and modifications, which shall apply as of publication date on that respective link.


2. LICENSE RESTRICTIONS
The Software is licensed to you. By agreeing to these Terms and Conditions, you are enjoying the non-exclusive worldwide right to use the Software in accordance with these Terms and Conditions. You may not (i) modify, adapt, or otherwise create derivative works from the Software, or user documentation (except as may be permitted by an applicable open source license) without receiving prior written consent from Modex to make any such modifications: (ii) transfer, lease, sublicense (either in whole or in part), resell, rent, loan, pledge/mortgage or otherwise establish any security right over it, redistribute, or otherwise transfer (except as expressly permitted above), whether for commercial purposes or otherwise, the Software or user documentation; (iii) reverse engineer, disassemble, decrypt, de-construct or decompile the Software or otherwise try to amend the Software to a human-readable form, except where and only to the extent that such activity is mandatorily required by applicable law or where Modex is required to permit such activity under the terms of an applicable open source license; (iv) remove or alter any copyright, trademark or other proprietary notices contained in the Software or user documentation; (v) use the Software or user documentation to develop a competing hardware, unlawful duplicate and/or software product, or otherwise in any manner not set forth in these Terms and Conditions or the user documentation, or in a manner which is illegal or for illegal purposes; (vi) if the Software is firmware, copy the firmware (other than one backup copy for archival purposes only), use it on a multi-user system or operate it separately from the product onto which it is embedded; (vii) use the Software to transmit software viruses or other harmful computer code, files or programs, or to circumvent, disable or otherwise interfere with security-related features of the Software; or (viii) use the Software for any unlawful purpose, and/or in any manner that breaches these Terms and Conditions or the laws of any jurisdiction that may be applicable when you will use the Software. All rights not expressly granted to you by Modex under this Agreement are hereby reserved by Modex and shall continue to apply, irrespective of whether they are explicitly permitted herein.


3. UPGRADES AND UPDATES
Modex is under no obligation to provide updated or upgrades to the Software. Should Modex provide you with upgrades or updates to this Software, then these Terms and Conditions will continue to govern any upgrades furnished by Modex that replace and/or supplement or accommodate other enhanced functionalities to the original firmware and/or Software, unless such upgrade is accompanied by a separate license agreement, in which case the terms of that license agreement shall prevail. If you decide not to download and use an upgrade or update provided by Modex, you take over the risk in relation to security threats or cause the Software to become unusable or unstable. Some products onto which you install the Software include an auto-update feature, which gives us the ability to make updates automatically. You can change auto-update options by changing your settings within the respective product account information. In very limited cases, updates may still be automatically applied, regardless of the auto-update setting. For example, we may provide an automatic update that fixes a security breach or vulnerability to the Software. We may also provide you with updated Software data files automatically to benefit you, such as to provide you with updated device information to identify new devices in your network. These data files do not update your firmware, but consist of Software files that are cached on your product and override older files. By agreeing to this Terms and Conditions, you agree to automatic updates.


4. DATA AND PRIVACY
Modex is committed to protecting your privacy in line with its Privacy Policy available on our website and complying to the requirements under the General Data Protection Regulation (GDPR) (EU) 2016/679. Please note that the Software downloaded does not send data that passes through the Software to our servers, nor is this data copied on our servers for back-up purposes.


5. INTELLECTUAL PROPERTY RIGHTS
All title and intellectual property rights (including without limitation all copyrights, patents, trade secret rights, trade name and trademark rights) in and to the Software (including but not limited to any content incorporated into the Software), the accompanying user documentation and materials, and any copies of the Software, are owned by Modex and protected in accordance with the relevant legislation. You may not copy, distribute, or otherwise treat the Software related materials and the Software for other purposes, other than those described under these Terms and Conditions.

Otherwise, you must refrain from using the Software and delete the Software, if you have mistakenly accepted these Terms and Conditions.

Modex warrants to you the Software, when used in accordance with these Terms and Conditions does not infringe the Intellectual Property Rights of any person in any jurisdiction.

If however, it is determined at a later stage that the use of the Software by you in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, Modex is entitled at its own cost and expense to choose between:

(a)\tto modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or
(b)\tto procure for you the right to use the Software in accordance with this Agreement.
In such case, Modex may make all modifications that may be required and you shall not be able to claim and herewith waive any claims for damages (including but not limited to business interruption, loss of opportunity, direct, consequential, indirect or punitive damages) caused by the Software not being functional, causing losses, failing to perform or else, during the period that the Software is being refitted.


6. INDEMNITY
If Modex is the subject of a claim, becomes involved in a legal proceeding, or suffers any economic loss or damage as a result of your violation of these Terms and Conditions, to the extent permitted by law, you will be called under guarantee in order to compensate Modex for the full amount of its loss, as well as any reasonable amounts Modex incurs in lawyers’ fees, expenses and court costs, except to the extent that Modex contributed to the loss or damage. Should you be subpoenaed in court in relation to a claim that pertains to the Software, you are immediately bound to notify Modex, such as to afford the possibility of Modex jumping in the respective administrative or court proceedings, to defend its title to the Software or timely be in the position to defend any other claims or allegations involving the Software or your irregular or illegal use of the Software.


7. TERM
This Agreement is effective when you click on the “I Accept” button, or when you in any other way use, copy or install the Software, which will constitute your acceptance of, and agreement to these Terms and Conditions. Once accepted, these Terms and Conditions will remain in effect until terminated by Modex.

The limited license in this Agreement will be automatically terminated if you fail to comply with any of the terms and conditions in this Agreement. You agree that upon such termination, you will immediately destroy all programs and documentation that relates to the Software, including all copies made or obtained by you, and otherwise cease use of the Software. If the Software has been installed on a personal computer or mobile device, you must uninstall the Software immediately.


8. IMPORTANT NOTICE REGARDING YOUR CONSUMER RIGHTS
THESE TERMS AND CONDITIONS ARE NOT INTENDED TO AND DO NOT: (I) CHANGE OR EXCLUDE ANY STATUTORY CONSUMER RIGHTS THAT CANNOT BE LAWFULLY CHANGED OR EXCLUDED DUE TO MANDATORY LAWS APPLYING IN YOUR JURISDICTION; OR (II) LIMIT OR EXCLUDE ANY RIGHT YOU HAVE AGAINST THE PERSON WHO SOLD THE SOFTWARE TO YOU IF THAT PERSON HAS BREACHED ANY SALE PURCHASE AGREEMENT WITH YOU. YOU AGREE TO USE THE SOFTWARE IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING LOCAL LAWS OF THE COUNTRY OR REGION IN WHICH YOU LIVE OR IN WHICH YOU DOWNLOAD OR USE THE SOFTWARE.

Modex’s liability for breach of the condition, warranty or guarantee is limited to one or more of the following, at Modex’s own discretion: (a) in the case of goods, the replacement of the Software or the repair of the Software or refunding the payment for the Software if it would be unreasonable to expect the Software being repaired.

You acknowledge that such a complex software as the Software is, is:

never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Modex gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.only designed to be compatible with that software specified as compatible in the Software specifications; and Modex does not warrant or represent that the Software will be compatible with any other software.

You acknowledge that Modex will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Software; and, except to the extent expressly provided otherwise in these Terms and Conditions, Modex does not warrant or represent that the Software or the use of the Software by you will not give rise to any legal liability on your part or any other person.

To the maximum extent permitted by applicable law, the Software and any related programs and documentation is provided to you “as is,” with all faults and without warranties of any kind.

In those jurisdictions where it can lawfully do so, and to the maximum extent permitted by applicable law, Modex, its resellers and its suppliers hereby disclaim and exclude all other warranties, express, statutory or implied, including but not limited to the implied warranties of merchantability, acceptable or satisfactory quality, non-infringement, title, fitness for a particular purpose, loss of or damage to data, lack of viruses or free from virus or malware attack, security, performance, lack of negligence, workmanlike effort, quiet enjoyment, that the functions contained in the Software will meet your requirements, or that your use of or the performance of the Software and related information, programs and documentation will be uninterrupted or error-free, or that defects in the Software will be corrected, or that your use of the Software and related information, programs and documentation will generate accurate, reliable, timely results, information, material or data. No oral or written information or advice given by Modex, a dealer, agent or affiliate shall create a warranty.

Your use of the Software, product and related programs and documentation is at your own risk and discretion. You are solely responsible for (and Modex disclaim) any and all loss, liability, or damages resulting from your misuse of the Software related programs and documentation.

It is your responsibility to back up your system, including without limitation, any material, information or data that you may use or possess in connection with the Software, and Modex shall owe no liability for your failure to back up your system or any material, information or data.

In all events, Modex’s responsibility shall be limited to the purchase price of the Software and in the event that this is nil, then Modex liability shall be excluded as well.


9. MODIFICATIONS TO THESE TERMS AND CONDITIONS
These Terms and Conditions may be modified unilaterally by Modex and the modifications shall enter into force and become binding on you as of the date of their publication on the website. you are therefore advised to revisit regularly the website to make sure that the Terms and Conditions have not been modified in the meantime and that you are making use of the Software in a manner that still complies with the updated version of the Terms and Conditions.


10. MISCELLANEOUS
If any portion of these Terms and Conditions is found to be void or unenforceable by law in a particular jurisdiction, such portion or terms shall be interpreted and enforced to the maximum extent allowed in such jurisdiction, and the remaining provisions or any part thereof will remain in full force and effect.

These Terms and Conditions constitute the entire agreement between Modex and you with respect to the Software and your use thereof and supersedes any conflicting or additional terms contained in any purchase order or elsewhere.


11. GOVERNING LAW AND VENUE
These Terms and Conditions be governed by and construed in accordance with the laws of Gibraltar.

The courts of Gibraltar shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with these Terms and Conditions.