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462 lines
28 KiB
Plaintext
462 lines
28 KiB
Plaintext
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MARS PROTOCOL WEB APPLICATION LICENSE AGREEMENT
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Version 1, 24 January 2023
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This Mars Protocol Web Application License Agreement (this “Agreement”)is
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a legally binding agreement with Delphi Labs Ltd., a British Virgin Islands
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company limited by shares (“Licensor”) pertaining to all software and
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technologies contained in this repository (whether in source code,
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object code or other form).
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YOU ARE NOT PERMITTED TO USE THIS SOFTWARE EXCEPT FOR PURPOSES OF FACILITATING
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USE OF DEPLOYED INSTANCES OF THE PROTOCOL THAT ARE ENDORSED BY THE MARTIAN
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COUNCIL, UPON THE TERMS AND CONDITIONS SET FORTH BELOW.
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YOU ARE NOT PERMITTED TO USE THIS SOFTWARE IN CONNECTION WITH FORKS OF
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THE PROTOCOL NOT ENDORSED BY THE MARTIAN COUNCIL, OR IN CONNECTION WITH
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OTHER PROTOCOLS.
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1. RESERVATION OF PROPRIETARY RIGHTS.
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Except to the extent provided in Section 2:
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a. all intellectual property (including all trade secrets, source
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code, designs and protocols) relating to the Web Application has
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been published or made available for informational purposes only
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(e.g., to enable users of the Web Application to conduct their
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own due diligence into the security and other risks thereof);
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b. no license, right of reproduction or distribution or other right
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with respect to the Web Application or any other intellectual
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property is granted or implied; andc.all moral, intellectual
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property and other rights relating to the Web Application and
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other intellectual property are hereby reserved by Licensor
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(and the other contributors to such intellectual property or
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holders of such rights, as applicable).
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2. LIMITED LICENSE.
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Upon the terms and subject to the conditions set forth in this Agreement
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(including the conditions set forth in Section 3), Licensor hereby grants
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a non-transferable, personal, non-sub-licensable, global, royalty-free,
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revocable license in Licensor’s intellectual property rights relating to
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the Web Application:
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a. to each Authorized Site Operator, to run the Web Application for
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use by each Authorized User solely in connection with the Endorsed
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Smart Contracts (and not for any of the purposes described in
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ection 3);
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b. to each Authorized User, to use the Web Application run by an
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Authorized Site Operatorsolely in connection with the Endorsed
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Smart Contracts (and not for any of the purposes described in
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Section 3); and
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The following capitalized terms have the definitions that are ascribed
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to them below:
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Defined Terms Relating to Relevant Persons
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“Authorized Site Operator” means a person who makes the un-modified
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Web Application available to persons in good faith on commercially
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reasonable terms for purposes of facilitating their use of the
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Endorsed Smart Contracts for their intended purposes and complies
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with the conditions set forth in Section 3.
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“Authorized User” means a person who uses the un-modified Web
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Application in good faith for purposes of using the Endorsed Smart
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Contracts for their intended purposes and complies with the conditions
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set forth in Section 3.
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“Web Application” means the software at
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<https://github.com/mars-protocol/webapp>, as it may be updated from
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time to time by Licensor.
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Defined Terms Relating to Mars Hub & Martian Council
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“$MARS” means the native token unit of Mars Hub the bonding, staking
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or delegation of which determines which Mars Hub Core Nodes have the
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ability to propose and validate new blocks on the Mars Hub blockchain.
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“Mars Hub” means, at each time, the canonical blockchain and virtual
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machine environment of the Mars Hub ‘mainnet’, as recognized by at
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least a majority of the Mars Core Nodes then being operated in good
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faith in the ordinary course of the network.
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“Mars Hub Core” means the reference implementation of the Mars
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blockchain hub protocol currently stored at
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<https://github.com/mars-protocol/hub> or any successor thereto
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expressly determined by the Martian Council to constitute the
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reference implementation for Mars blockchain hub protocol.
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“Mars Hub Core Nodes” means, at each time, the internet-connected
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computers then running unaltered and correctly configured instances
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of the most up-to-date production release of Mars Hub Core.
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“Martian Council” means at each time, all persons holding $MARS that
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is staked with or delegated or bonded to Mars Hub Core Nodes in the
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active validator set for Mars Hub at such time and has the power to
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vote such $MARS tokens on governance proposals in accordance with
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the Mars Protocol.
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Defined Terms Relating to Mars Protocol & Smart Contracts
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“Endorsed Smart Contracts” means the Mainnet Smart Contracts and the
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Testnet Smart Contracts.
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“Mainnet Smart Contracts” means all runtime object code that satisfies
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all of the following conditions precedent: (a) an instance of such code
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is deployed to a production-grade, commercial-grade “mainnet”
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blockchain-based network environment; (b) such code constitutes a part
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of the Mars Protocol; and (c) such instance of such code has been
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approved by the Martian Council to be governed by the Martian Council
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through Mars Hub on such blockchain-based network environment.
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“Mars Protocol” means the software code at <https://github.com/mars-protocol>
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or any successor thereto expressly determined by the Martian Council to
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constitute or form a part of the “Mars Protocol”.
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“Testnet Smart Contracts” means all runtime object code that satisfies
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all of the following conditions precedent: (a) an instance of such code
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is deployed to a nonproduction-grade, non-commercial-grade “testnet”
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blockchain-based network environment solely for testing purposes;
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(b) such code constitutes a part of the Mars Protocol; and (c) such
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deployment is in reasonable anticipation of, or follows, approval by
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the Martian Council of Mainnet Smart Contracts for the corresponding
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“mainnet” blockchain network environment.
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3. CONDITIONS/PROHIBITED USES.
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Notwithstanding Section 2, it is a condition precedent and condition
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subsequent of the licenses granted hereunder that the Web Application must
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not be used in connection with or in furtherance of:
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a. developing, making available, running or operating the Web
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Application for use by any person in connection with any smart
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contracts other than the Endorsed Smart Contracts;
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b. any device, plan, scheme or artifice to defraud, or otherwise
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materially mislead, any person;
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c. any fraud, deceit, material misrepresentation or other crime, tort
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or illegal conduct againstany person or device, plan, scheme or
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artifice for accomplishing the foregoing;
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d. any violation, breach or failure to comply with any term or
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condition of this Agreement(including any inaccuracy in a
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epresentation of set forth in Section 4) or any other terms of
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service, privacy policy, trading policy or other contract
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governing the use of the Web Application or any Endorsed Smart
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Contract;
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e. any fork, copy, derivative or alternative instance of any Endorsed
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Smart Contract;
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f. any smart contract, platform or service that competes in any
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material respect with any Endorsed Smart Contract;
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g. any device, plan, scheme or artifice to obtain any unfair
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competitive advantage over Licensor or other persons with an
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economic or beneficial interest in the Mainnet Smart Contracts;
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h. any device, plan, scheme or artifice to interfere with, damage,
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impair or subvert the intended functioning of any Endorsed Smart
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Contract,including in connection with any “sybil attack”,
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“reentrancy attack”, “DoS attack,” “eclipse attack,” “consensus
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attack,” “reentrancy attack,” “griefing attack”, “economic
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incentive attack” or theft, conversion or
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misappropriation of tokens or other similar action;
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i. any “front-running,” “wash trading,” “pump and dump trading,”
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“ramping,” “cornering” or other illegal, fraudulent, deceptive
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or manipulative trading activities ;
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j. any device, plan, scheme or artifice to unfairly or deceptively
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influence the market price of any token; or
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k. modifying or making derivative works based on the Web Application.
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4. REPRESENTATIONS OF LICENSEES.
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Each person making use of or relying on any license granted under Section 2
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(each, a “Licensee”) hereby represents and warrants to Licensor that the
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following statements and information are accurate and complete at all times
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that such person makes use of or relies on the license.
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a. Status. If Licensee is an individual, Licensee is of legal age in
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the jurisdiction in which Licensee resides (and in any event is
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older than thirteen years of age) and is of sound mind. If
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Licensee is a business entity, Licensee is duly organized, validly
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existing and in good standing under the laws of the jurisdiction
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in which it is organized and has all requisite power and authority
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for a business entity of its type to carry on its business as now
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conducted.
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b. Power and Authority. Licensee has all requisite capacity, power and
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authority to accept this Agreement and to carry out and perform its
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obligations under this Agreement. This Agreement constitutes a
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legal, valid and binding obligation of Licensee, enforceable
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against Licensee.
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c. No Conflict; Compliance with Law. Licensee agreeing to this
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Agreement and using the Web Application does not constitute, and
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would not reasonably be expected to result in (with or without
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notice, lapse of time, or both), a breach, default, contravention
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or violation of any law applicable to Licensee, or contract or
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agreement to which Licensee is a party or by which Licensee is
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bound.
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d. Absence of Sanctions. Licensee is not, (and, if Licensee is an
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entity, Licensee is not owned or controlled by any other person
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who is), and is not acting on behalf of any other person who is,
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identified on any list of prohibited parties under any law or by
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any nation or government, state or other political subdivision
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thereof, any entity exercising legislative, judicial or
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administrative functions of or pertaining to government such as
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the lists maintained by the United Nations Security Council, the
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United Kingdom, the British Virgin Islands, the United States
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(including the U.S. Treasury Department’s Specially Designated
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Nationals list and Foreign Sanctions Evaders list), the European
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Union (EU) or its member states, and the government of a Licensee
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home country. Licensee is not, (and, if Licensee is an entity,
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Licensee is not owned or controlled by any other person who is),
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and is not acting on behalf of any other person who is, located,
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ordinarily resident, organized, established, or domiciled in Cuba,
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Iran, North Korea, Sudan, Syria, the Crimea region (including
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Sevastopol) or any other country or jurisdiction against which the
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United Nations, the United Kingdom, the British Virgin Islands or
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the United States maintains economic sanctions or an arms embargo.
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The tokens or other funds a Licensee use to participate in the Web
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Application are not derived from, and do not otherwise represent
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the proceeds of, any activities done in violation or contravention
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of any law.
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e. No Claim, Loan, Ownership Interest or Investment Purpose. Licensee
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understands and agrees that the Licensee’s use of the Web
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Application does not: (i) represent or constitute a loan or a
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contribution of capital to, or other investment in Licensor or any
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business or venture; (ii) provide Licensee with any ownership
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interest, equity, security, or right to or interest in the assets,
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rights, properties, revenues or profits of, or voting rights
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whatsoever in, Licensor or any other business or venture; or (iii)
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create or imply or entitle Licensee to the benefits of any
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fiduciary or other agency relationship between Licensor or any of
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its directors, officers, employees, agents or affiliates, on the
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on hand, and Licensee, on the other hand. Licensee is not entering
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into this Agreement or using the Web Application for the purpose
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of making an investment with respect to Licensor or its securities,
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but solely wishes to use the Web Application for their
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intended purposes. Licensee understands and agrees that Licensor
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will not accept or take custody over any tokens or money or other
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assets of Licensee and has no responsibility or control over the
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foregoing.
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f. Non-Reliance. Licensee is knowledgeable, experienced and
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sophisticated in using and evaluating blockchain and related
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technologies and assets, including all technologies referenced
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herein. Licensee has conducted its own thorough independent
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investigation and analysis of the Web Application and the other
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matters contemplated by this Agreement, and has not relied upon
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any information, statement, omission, representation or warranty,
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express or implied, written or oral, made by or on behalf of
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Licensor in connection therewith.
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5. RISKS, DISCLAIMERS AND LIMITATIONS OF LIABILITY.
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THE WEB APPLICATION IS PROVIDED "AS IS" AND “AS-AVAILABLE,” AND ANY
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EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
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WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
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HEREBY DISCLAIMED. IN NO EVENT SHALL LICENSOR OR ANY OTHER CONTRIBUTOR TO
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THE WEB APPLICATION BE LIABLE FOR ANY DAMAGES, INCLUDING ANY DIRECT,
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INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING
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IN ANY WAY OUT OF THE USE OF THIS SOFTWARE OR INTELLECTUAL PROPERTY
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(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR
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SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION),
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HOWEVER CAUSED OR CLAIMED (WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
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(INCLUDING NEGLIGENCE OR OTHERWISE)), EVEN IF SUCH DAMAGES WERE REASONABLY
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FORESEEABLE OR THE COPYRIGHT HOLDERS AND CONTRIBUTORS WERE ADVISED OF THE
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POSSIBILITY OF SUCH DAMAGE.
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6. GENERAL PROVISIONS
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a. Governing Law. This Agreement shall be governed by and construed
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under the internal laws of the British Virgin Islands, regardless
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of the laws that might otherwise govern under applicable
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principles of conflicts of laws.
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b. Dispute Resolution. Licensee (i) hereby irrevocably and
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unconditionally submits to the jurisdiction of the relevant courts
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of the British Virgin Islands for the purpose of any dispute,
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suit, action or other proceeding arising out of or based upon this
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Agreement or the matters contemplated by this Agreement
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(“Disputes”), (ii) agrees not to commence any suit, action or
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other proceeding arising in connection with or based upon this
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Agreement or the matters contemplated by this Agreement except
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before the relevant courts of the British Virgin Islands, and
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(iii) hereby waives, and agrees not to assert, by way of motion,
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as a defense, or otherwise, in any such suit, action or
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proceeding, any claim that it is not subject personally to the
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jurisdiction of the above-named courts, that its property is
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exempt or immune from attachment or execution, that the suit,
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action or proceeding is brought in an inconvenient forum, that the
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venue of the suit, action or proceeding is improper or that this
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Agreement or the subject matter hereof or thereof may not be
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enforced in or by such court.
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Each party will bear its own costs in respect of any Disputes.
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Notwithstanding the foregoing, at the Licensor’s sole option and
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commencing within a reasonable period from the date of
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notification to the other party of such Dispute, any Dispute may
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be resolved by confidential, binding arbitration to be seated in
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the British Virgin Islands and conducted in the English language
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by a single arbitrator pursuant to the rules of the International
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Chamber of Commerce (the “Rules”). The arbitrator shall be
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appointed in accordance with the procedures set out in the Rules.
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The award or decision of the arbitrator shall be final and binding
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upon the parties and the parties expressly waive any right under
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the laws of any jurisdiction to appeal or otherwise challenge the
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award, ruling or decision of the arbitrator. The judgment of any
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award or decision may be entered in any court having competent
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jurisdiction to the extent necessary. If the Licensor elects to
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have a Dispute resolved by arbitration pursuant to this provision,
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no party hereto shall (or shall permit its representatives to)
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commence, continue or pursue any Dispute in any court.
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Notwithstanding anything to the contrary set forth in this
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Agreement, the Licensor shall at all times be entitled to obtain
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an injunction or injunctions to prevent breaches of this Agreement
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and to enforce specifically the terms and provisions thereof, this
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being in addition to any other remedy to which the Licensor is
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entitled at law or in equity, and the parties hereto hereby waive
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the requirement of any undertaking in damages or posting of a bond
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in connection with such injunctive relief or specific performance.
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EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM
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OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR
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THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO
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BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN
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ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF ANY OF THE
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TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT
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LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE),
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BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
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CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE
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PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY
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EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
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REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL
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COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS
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JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
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c. Class Action Waiver. No Class Actions Permitted. All Licensees
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hereby agree that any arbitration or other permitted action with
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respect to any Dispute shall be conducted in their individual
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capacities only and not as a class action or other representative
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action, and the Licensees expressly waive their right to file a
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class action or seek relief on a class basis. LICENSEES SHALL
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BRING CLAIMS AGAINST LICENSOR ONLY IN THEIR INDIVIDUAL CAPACITY,
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AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
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REPRESENTATIVE PROCEEDING.
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Agreements if Class Action Waiver Unenforceable. If any court or
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arbitrator makes a final, binding and non-appealable determination
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that the class action waiver set forth herein is void or
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unenforceable for any reason or that a Dispute can proceed on a
|
|||
|
class basis, then the arbitration provision set forth above shall
|
|||
|
be deemed null and void with respect to any Dispute that would
|
|||
|
thus be required to be resolved by arbitration on a class basis,
|
|||
|
and the parties shall be deemed to have not agreed to arbitrate
|
|||
|
such Dispute. In the event that, as a result of the application of
|
|||
|
the immediately preceding sentence or otherwise, any Dispute is
|
|||
|
not subject to arbitration, the parties hereby agree to submit to
|
|||
|
the personal and exclusive jurisdiction of and venue in the
|
|||
|
federal and state courts located in the British Virgin Islands and
|
|||
|
to accept service of process by mail with respect to such Dispute,
|
|||
|
and hereby waive any and all jurisdictional and venue defenses
|
|||
|
otherwise available with respect to such Dispute.
|
|||
|
|
|||
|
d. Amendment; Waiver. This Agreement may be amended and provisions
|
|||
|
may be waived (either generally or in a particular instance and
|
|||
|
either retroactively or prospectively), only with the written
|
|||
|
consent of the Licensor.
|
|||
|
|
|||
|
e. Severability. Any term or provision of this Agreement that is
|
|||
|
found invalid or unenforceable in any situation in any
|
|||
|
jurisdiction shall not affect the validity or enforceability of
|
|||
|
the remaining terms and provisions hereof or the validity or
|
|||
|
enforceability of the offending term or provision in any other
|
|||
|
situation or in any other jurisdiction. If a final judgment of a
|
|||
|
court of competent jurisdiction declares that any term or
|
|||
|
provision hereof is invalid or unenforceable, the parties hereto
|
|||
|
agree that the court making such determination shall have the
|
|||
|
power to limit such term or provision, to delete specific words
|
|||
|
or phrases, or to replace any invalid or unenforceable term or
|
|||
|
provision with a term or provision that is valid and enforceable
|
|||
|
and that comes closest to expressing the intention of the invalid
|
|||
|
or unenforceable term or provision, and this Agreement shall be
|
|||
|
enforceable as so modified. In the event such court does not
|
|||
|
exercise the power granted to it in the prior sentence, the
|
|||
|
parties hereto agree to replace such invalid or unenforceable term
|
|||
|
or provision with a valid and enforceable term or provision that
|
|||
|
will achieve, to the extent possible, the economic, business and
|
|||
|
other purposes of such invalid or unenforceable term or provision.
|
|||
|
|
|||
|
f. Entire Agreement. This Agreement constitutes the entire agreement
|
|||
|
and understanding of the parties with respect to the subject matter
|
|||
|
hereof and supersede any and all prior negotiations,
|
|||
|
correspondence, warrants, agreements, understandings duties or
|
|||
|
obligations between or involving the parties with respect to the
|
|||
|
subject matter hereof.
|
|||
|
|
|||
|
g. Delays or Omissions. No delay or omission to exercise any right,
|
|||
|
power, or remedy accruing to any party under this Agreement, upon
|
|||
|
any breach or default of any other party under this Agreement,
|
|||
|
shall impair any such right, power, or remedy of such
|
|||
|
non-breaching or non-defaulting party, nor shall it be construed
|
|||
|
to be a waiver of or acquiescence to any such breach or default,
|
|||
|
or to any similar breach or default thereafter occurring, nor
|
|||
|
shall any waiver of any single breach or default be deemed a
|
|||
|
waiver of any other breach or default theretofore or thereafter
|
|||
|
occurring. Any waiver, permit, consent or approval of any kind or
|
|||
|
character on the part of any party of any breach or default under
|
|||
|
this Agreement, or any waiver on the part of any party of any
|
|||
|
provisions or conditions of this Agreement, must be in writing and
|
|||
|
shall be effective only to the extent specifically set forth in
|
|||
|
such writing. All remedies, whether under this Agreement or by law
|
|||
|
or otherwise afforded to any party, shall be cumulative and not
|
|||
|
alternative.
|
|||
|
|
|||
|
h. Successors and Assigns. The terms and conditions of this Agreement
|
|||
|
shall inure to the benefit of and be binding upon the respective
|
|||
|
successors and assigns of the parties hereto. This Agreement shall
|
|||
|
not have third-party beneficiaries, other than the Martian Council.
|
|||
|
|
|||
|
i. Rules of Construction. Gender; Etc. For purposes of this
|
|||
|
Agreement, whenever the context requires: the singular number
|
|||
|
shall include the plural, and vice versa; the masculine gender
|
|||
|
shall include the feminine and neuter genders; the feminine gender
|
|||
|
shall include the masculine and neuter genders; and the neuter
|
|||
|
gender shall include the masculine and feminine genders.
|
|||
|
|
|||
|
Ambiguities. The Parties hereto agree that any rule of
|
|||
|
construction to the effect that ambiguities are to be resolved
|
|||
|
against the drafting Party shall not be applied in the
|
|||
|
construction or interpretation of this Agreement.
|
|||
|
|
|||
|
No Limitation. As used in this Agreement, the words “include,”
|
|||
|
“including,” “such as” and variations thereof, shall not be deemed
|
|||
|
to be terms of limitation, but rather shall be deemed to be
|
|||
|
followed by the words “without limitation.” The word “or” shall
|
|||
|
mean the non-exclusive “or”. References. Except as otherwise
|
|||
|
indicated, all references in this Agreement to “Sections,”
|
|||
|
“Schedules” and “Exhibits” are intended to refer to Sections of
|
|||
|
this Agreement and Schedules and Exhibits to this Agreement.
|
|||
|
|
|||
|
Hereof. The terms “hereof,” “herein,” “hereunder,” “hereby” and
|
|||
|
“herewith” and words of similar import will, unless otherwise
|
|||
|
stated, be construed to refer to this Agreement as a whole and not
|
|||
|
to any particular provision of this Agreement.
|
|||
|
|
|||
|
Captions/Headings. The captions, headings and similar labels
|
|||
|
contained in this Agreement are for convenience of reference only,
|
|||
|
shall not be deemed to be a part of this Agreement and shall not
|
|||
|
be referred to in connection with the construction or
|
|||
|
interpretation of this Agreement.
|
|||
|
|
|||
|
Person. The term “person” refers to any natural born or legal
|
|||
|
person, entity, governmental body or incorporated or
|
|||
|
unincorporated association, partnership or joint venture.
|