TripleBlind, Inc.
Private Data Sharing Solution

Terms and Conditions
Software License Agreement

 

ACCEPTANCE PAGE

IMPORTANT – PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CREATING AN ACCOUNT AND ACCESSING THE TRIPLEBLIND WEBSITE, SDK, DOCUMENTATION OR INSTALLING TRIPLEBLIND SOFTWARE (THE “SOLUTION” OR “SOFTWARE”).  BY CLICKING THE ACCEPTANCE BUTTON, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING ANY PART OF THE SOLUTION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY AND ARE AUTHORIZED BY YOUR COMPANY TO BIND IT TO ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO OR ARE NOT AUTHORIZED TO BIND YOUR COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE SOLUTION.   

 

This Software License Agreement (the “Agreement”) is dated as of  the date entered into by clicking the accept button on the Acceptance Page hereto (the “Agreement Date”), and is entered by and between TripleBlind, Inc. (“Licensor”) and the entity identified during the click-thru process (“Licensee”).

TripleBlind offers digital privacy as a service so authorized licensees can share sensitive data and algorithms through encryption.  TripleBlind does not maintain or share raw data or algorithms.  The Software licensed in this Agreement is intended to include all the technical aspects of that encryption, which allow authorized licensees to collaborate and exchange their data and algorithms using the TripleBlind toolset. 

LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND STRICTLY COMPLIES WITH THEM. 

IF LICENSEE DOES NOT AGREE TO THIS AGREEMENT, NO LICENSE IS GRANTED AND LICENSEE AND ITS AUTHORIZED USERS MUST IMMEDIATELY ABSTAIN FROM AND/OR CEASE ANY USE, DOWNLOAD, INSTALLATION OR BENEFIT FROM THE SOFTWARE OR DOCUMENTATION.

THE LICENSE IS GRANTED ONLY FOR LEGITIMATE, AUTHORIZED USE OF THE SOFTWARE BY LICENSEE AS EXPRESSLY GRANTED IN THIS AGREEMENT.  ANY OTHER USE (OR CLAIMED RIGHT, LICENSE OR USE) TO THE SOFTWARE IS PROHIBITED.

1. 1. Definitions. 

“Authorized Users” means the individuals identified on Schedule A as authorized to use the Software on behalf of Licensee.  

“Documentation” means user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software.

“Intellectual Property Rights” means all registered and unregistered rights granted, applied for, or in existence at any time under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

 “License Fees” means the license fees, including all related taxes, due or paid by Licensee for the license granted under this Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Software” means Licensor’s algorithms, APIs, software programs, docker containers placed within Licensee’s firewall and system, and other documents, information, technical products and services that create and support the encrypted, collaborative space and means by which authorized licensees collaborate and exchange their data and algorithms, for those Authorized Users set forth in Schedule A.

“Third Party” means any Person other than Licensee or Licensor.

1. 2. License Grant. Licensor grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license for the Software and Documentation, subject to and conditioned upon payment of any License Fees and all other conditions, limitations and use restrictions in this Agreement, to:
      1. Install the Software (and any accompanying APIs or Documentation) as set forth on Schedule A; and 
      2. Use and run the Software in accordance with this Agreement and the Documentation, solely for Licensee’s business purposes.
   3. Use Restrictions. Licensee shall not, and shall require and cause its Authorized Users not to, directly or indirectly:
      1. use the Software or Documentation beyond the scope of the limited license granted in this Agreement, in violation of Licensor’s Privacy Policy or Terms of Use, or in violation of any law, regulation, rule or export control;
      2. provide any Third Party with access to or use of the Software or Documentation or some other form or version of the Software or Documentation, except as permitted in writing by Licensor (Licensee’s use of cloud providers AWS, Google Cloud or Microsoft Azure to avail itself of the Software is not considered improper third-party “access” or “use”); 
      3. copy or otherwise reproduce the Software or Documentation, in whole or in part, except as permitted in writing by Licensor;
      4. incorporate or combine the Software or any of its parts in or with any other programs; 
      5. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any of their parts;
      6. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any of its parts; 
      7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, or any copies of them; or
      8. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.
   4. Licensee Responsibilities.  Licensee is responsible and liable for all uses of the Software and Documentation, including those of its Authorized Users, and for enforcing the use restrictions set forth in Section 3 above and elsewhere in this Agreement.  Licensee shall maintain a written record of the Authorized Users to whom it gives access to the Software and Documentation, and provide it to Licensor upon request.  Licensee shall safeguard the Software and Documentation from misappropriation, theft, misuse, unauthorized access, or Intellectual Property Rights infringement, and shall be responsible for security patching to its systems.  Licensee shall promptly notify Licensor if it becomes aware of any such event, and assist Licensor in stopping or remedying such event.  
   5. Intellectual Property Rights. Licensee acknowledges and agrees that the Software and Documentation are provided under this limited, non-exclusive license and are not sold to Licensee. Licensee and its Authorized Users do not acquire any ownership interest or other rights in the Software or Documentation under this Agreement, other than the limited use license granted under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Software, the Documentation and all Intellectual Property Rights arising out of or relating thereto. 
   6. Payment and Reports.  Licensee shall pay all License Fees and deliver all Reports as set forth on Schedule A.  The limited license granted herein is conditioned upon such payment.  
   7. Term and Termination.  This Agreement is effective for the term set forth on Schedule A (the “Initial Term”) and shall automatically renew for one or more additional terms equal to the Initial Term (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party notifies the other party in writing of its desire to terminate this Agreement upon expiration of the Initial Term or then current Renewal Term at least sixty (60) days prior to expiration of the Initial Term or then current Renewal Term. Licensor may immediately terminate this Agreement at any time if it determines that Licensee or any Authorized User has permitted access to or use of the Software outside the scope of the limited license granted herein or otherwise in violation of this Agreement, or has otherwise failed to meet Licensee’s responsibilities or payment obligations set forth in this Agreement. Upon expiration or earlier termination of this Agreement, the limited license granted herein shall automatically terminate, and Licensee and all Authorized Users shall cease using the Software and Documentation and make arrangements with Licensor for the prompt return or destruction of the Software and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all fees and other amounts due hereunder, nor entitle Licensee to any refund.
   8. Hold Harmless and Indemnify.  Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors, employees, agents, and the successors and assigns (the “Indemnified Parties”), from and against any and all damages, costs, losses, claims, liabilities and expenses (including reasonable attorneys’ fees) incurred by any of the Indemnified Parties to the extent arising out of or otherwise relating to a breach by Licensee or any of its Authorized Users of any of the representations, warranties, terms, restrictions, covenants or other obligations set forth in this Agreement.  
   9. Warranty.  Licensor’s encryption process allows a Licensee to share an encrypted representation of its data with another Licensee without transferring or giving access to the actual raw data.  Licensor never takes possession of that raw data.  Licensor warrants that its algorithmic encryption of the raw data will not permit a Third Party access to such raw data, provided that Licensee adheres and its Authorized Users adhere to the terms of this Agreement and the Documentation, including all use restrictions and other responsibilities of Licensee and its Authorized Users set forth herein and therein.  

APART FROM THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE AND ITS AUTHORIZED USERS “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING THAN THAT SET FORTH ABOVE, AND MAKES NO OTHER REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

1. 10. Limitation of Liability. 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

LICENSOR (INCLUDING ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS) SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE LIABILITY OF LICENSOR (INCLUDING THAT OF ITS AGENTS, AFFILIATES AND SERVICE PROVIDERS) EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE. 

THE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

1. 11. Force Majeure.  Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Licensee’s equipment, loss and destruction of property, or any other circumstances or causes beyond Licensor’s reasonable control.
   12. No Delegation of Licensee Rights.  Licensee shall not assign or otherwise transfer this Agreement or any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, through a merger, sale of equity or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion.
   13. Modification.  This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party. No waiver shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver; nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of any other right, remedy, power, or privilege.
   14. Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
   15. Governing Law and Forum.  All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Missouri in each case located in Jackson County, Missouri.  Each party irrevocably submits to the jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
   16. Entire Agreement.  This Agreement, together with Schedule A, constitutes the sole and entire agreement between Licensee and Licensor with respect to the limited license granted herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
   17. Records. At all times during this Agreement and for at least three (3) years after termination of this Agreement, Licensee will maintain complete and accurate records with respect to Licensee’s activities pursuant to this Agreement. 
   18. Audit. Licensor will have the right to have an independent auditor chosen by Licensor inspect the books and records of Licensee as are necessary to verify compliance with this Agreement and proper payment of all fees and other amounts due hereunder, in a manner which is not unreasonably disruptive of Licensee’s normal business operations.
   19. Taxes. Licensee will make all payments to Licensor free and clear of, and without reduction for, any withholding or taxes.  

Relationship of the Parties. This Agreement will not be construed to create a joint venture or partnership between the parties. Neither party will be deemed to be an employee, agent or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as may be specifically set forth herein.