CORDA ENTERPRISE SOFTWARE EVALUATION LICENSE AGREEMENT

Last updated: March 9, 2020

This Corda Enterprise Software Evaluation License Agreement (this “Agreement”) is entered into by and between R3 LLC, a limited liability company organized under the laws of the State of Delaware (“R3”) and you (the“Licensee”) with respect to Corda Enterprise Software (the “Corda Enterprise Software”). This is a legal agreement between you and us, so please read it carefully. By clicking the “I Agree” button below, you agree to these terms.

1. License; Modification; Authorized Users; Unauthorized Access. 

1.1 License Grant. Subject to the terms andconditions of this Agreement, R3 hereby grants toLicensee, and Licensee hereby accepts, a royalty-free,revocable, limited, non-exclusive, non-transferable, nonsublicensable (except as permitted in the remainder ofthis Section 1.1) license to use the Corda EnterpriseSoftware (in object code form only) and R3’s currentstandard documentation associated therewith (the“Documentation”), solely for purposes of (a) internaltesting and evaluation of the Corda Enterprise Softwareand of demonstrating the functions and features of theCorda Enterprise Software (“Demonstration Purposes”),and (b) developing and testing applications(“CorDapps”) that interface with any applicationprogramming interface (“API”) included in the CordaEnterprise Software (“Development Purposes”), and notfor any other purpose. For the sake of clarity, Licenseeagrees that it shall not use the Corda EnterpriseSoftware for commercial, production (other than withrespect to duplicative live data used solely forevaluation purposes in a non-production environment)or revenue-generating activities (other than inconnection with the development and support ofCorDapps). Except for the foregoing license, nothingherein shall be construed to transfer to Licensee anyrights, title or interest in or to the Corda EnterpriseSoftware, including without limitation, intellectualproperty rights therein. Licensee may sublicense thelicense rights granted herein to any entity that controls,is controlled by, or is under common control, in eachcase either directly or indirectly with Licensee, where“control” means the ownership of, or the power to vote,more than 50% of the voting stock, shares or interests ofthe relevant entity (collectively, “Affiliates”); providedthat Licensee shall be responsible for any breach ordefault by any Affiliate of Licensee of any terms orconditions of this Agreement applicable to Licensee.

1.2 Modification/Reverse Engineering.Licensee shall not alter, modify, enhance, adapt, reverseengineer, disassemble, or make works derived from anyversion of the Corda Enterprise Software or attempt togenerate or access the source code for the CordaEnterprise Software, whether by converting, translating,decompiling, disassembling or merging any part of theCorda Enterprise Software with any other software.

1.3 Access. Licensee shall not make the CordaEnterprise Software available to anyone other thanLicensee’s employees, consultants and independentcontractors and shall take all steps necessary to ensurethat no person or entity shall have unauthorized accessto the Corda Enterprise Software, includingimplementing industry standard technical measures torestrict access that are in no event less than the measuresemployed to protect Licensee’s and its Affiliates’ ownproprietary technology.

1.4 Updates and Modifications. Licenseeacknowledges and agrees that R3 may make available toLicensee modifications or updates to the CordaEnterprise Software or the Documentation from time totime, including by posting a link or otherwise providingaccess allowing Licensee to download suchmodifications or updates. Licensee agrees toimplement such modifications and updates within anyrequired time period specified by R3 in connection withthe notice of such modification or update, or if no timeperiod is specified, within 30 days; provided thatLicensee may continue to use prior versions of theCorda Enterprise Software solely for purposes of testingand certifying against newer versions. Licenseeexpressly acknowledges that such modifications maychange the functionality of the Corda EnterpriseSoftware and integration with other systems (includingLicensee’s CorDapps), and may not be backwardcompatible with earlier versions of Corda EnterpriseSoftware. Licensee acknowledges and agrees that in theevent updates to Licensee’s CorDapps are needed toensure compatibility with modifications or updates tothe Corda Enterprise Software, Licensee shall beresponsible for making such changes.



2. CorDapps.

2.1 Development of CorDapps; Ownership Rights.Licensee agrees that it will not include any portion ofthe Corda Enterprise Software or any other proprietarycode of R3 in any CorDapp or other software ofLicensee. R3 agrees that it will obtain no right, title orinterest from Licensee under this Agreement in or to any CorDapp developed by or on behalf of Licensee,including any intellectual property rights therein.

2.2 Distribution of CorDapps. Subject to thelicense grant in Section 1.1, Licensee may, subject to itscompliance with the terms of this Agreement, distributeits CorDapps to its customers. For the sake of clarity,Licensee shall not distribute any software or deviceincorporating any part of the Corda Enterprise Softwareor the Documentation, and shall not allow its customersto access the Corda Enterprise Software throughLicensee, including through a service bureau, third partyhosting or application provider arrangement. Licenseeshall specify to all customers that Licensee’s CorDappsare being distributed by Licensee and that R3 has noresponsibility for the contents or functionality of any ofLicensee’s CorDapps. Licensee shall not make anyrepresentation or warranty regarding the CordaEnterprise Software in connection with the distributionof CorDapps, and shall not imply that R3 or any of itsAffiliates has endorsed or made any representation orwarranty regarding any CorDapp.

2.3 Operation of CorDapps. (a) Licensee agreesto use the Corda Enterprise Software and writeCorDapps only for purposes that are permitted by (i) theDocumentation, and (ii) all applicable laws, rules andregulations (including any laws regarding the export ofdata or software to and from the United Kingdom orother relevant countries). To the extent any ofLicensee’s CorDapps transmit data from the CordaEnterprise Software outside of the Corda EnterpriseSoftware itself, Licensee shall notify all users that suchtransmission will take place and that R3 is notresponsible for the privacy, security or integrity of anydata transmitted via such CorDapp. Licensee agreesthat it will not create or distribute any CorDapp (i) foruse in connection with any unlawful or illegal activity,or which would commit or facilitate the commission ofa crime, or other tortious, unlawful, or illegal act, (ii)that is in any way offensive, profane, obscene orlibelous, or (iii) that is designed to or that can be utilizedfor purposes of spamming users.

(b) Licensee shall not engage in any activity withthe Corda Enterprise Software, including thedevelopment or distribution of CorDapps, that interfereswith, disrupts, damages, or accesses in an unauthorizedmanner the servers, networks, or other properties orservices of any third party, including but not limited toR3 and its Affiliates. Licensee is not permitted todevelop or distribute any CorDapp that does or couldpotentially undermine the security of the CordaEnterprise Software or any other data or informationstored or transmitted using the Corda EnterpriseSoftware.

(c) Licensee acknowledges that it shall be solelyresponsible for maintaining and providing bug fixes andany other modifications or enhancements with respect toits CorDapps. R3 shall have no responsibility to correcterrors in Licensee’s CorDapps or to notify Licensee ofsuch errors. In addition, Licensee shall be solelyresponsible for providing all support to users inconnection with their use of Licensee’s CorDapps,including any interface or connectivity between anyCorDapp and the Corda Enterprise Software.

(d) Licensee hereby represents and warrants thatnone of Licensee’s CorDapps does or will contain any:(i) virus, Trojan horse, worm, backdoor, shutdownmechanism, malicious code, sniffer, bot, drop deadmechanism, or spyware; or (ii) any other software, code,or program that is likely to or is intended to: (1) have anadverse impact on the performance of, (2) disable,corrupt, or cause damage to, or (3) cause or facilitateunauthorized access to or deny authorized access to, orcause to be used for any unauthorized or inappropriatepurposes, any software, hardware, network, services,systems, or data (“Malware”). If Licensee becomesaware of the existence of any Malware in or relating toany CorDapp of Licensee, Licensee shall promptlynotify R3.

(e) Licensee’s CorDapps shall not substantiallyreplicate the Corda Enterprise Software, including anyof its functionalities. Licensee shall not disclose theresults of any Corda Enterprise Software’s benchmarktests to any third party without R3’s prior writtenconsent.

(f) Licensee will respect and comply with thetechnical and policy-implemented limitations set forth inthe Documentation in designing and implementingCorDapps.



3. Term. This Agreement and the licensesgranted hereunder shall take effect on the Effective Dateand shall continue for a period of three (3) months,unless terminated in accordance with the terms of thisAgreement (the “Evaluation Period”).



4. No License Fees. There is no charge for theuse of the Corda Enterprise Software for DemonstrationPurposes and Development Purposes during theEvaluation Period as provided in this Agreement.



5. No Support Services. No support services areprovided under this Agreement. Any support serviceswill be provided under a separate agreement.



6. Use and Ownership; Feedback.

6.1 Ownership. Licensee acknowledges and agreesthat the Corda Enterprise Software is owned by orlicensed to R3 and embodies a valuable trade secretasset of R3. Except as expressly licensed herein,Licensee agrees that all right, title, and interest in and tothe Corda Enterprise Software and Documentation,including without limitation, all copyrights, trade secretsand other intellectual property rights pertaining thereto,will remain solely vested in R3; and as between R3 andLicensee, R3 shall own and hold all intellectual propertyrights in and to the Corda Enterprise Software and theDocumentation. R3 retains all rights not expresslygranted herein. No implied licenses shall flow from thisAgreement.

6.2 Feedback. Licensee will provide R3 withreasonable feedback relating to errors, problems ordefects that it and any of its Affiliates identify in theordinary course of evaluating the Corda EnterpriseSoftware for their own use (“Feedback”). The partiesacknowledge and agree that Feedback shall constituteR3’s Confidential Information, and Licensee agrees thatany such Feedback and associated intellectual propertyrights shall be voluntarily given and will become theproperty of R3, and hereby assigns and agrees to assignall right, title and interest in and to such Feedback andassociated intellectual property rights to R3. NeitherLicensee nor its Affiliates shall have any liabilitywhatsoever from the creation or provision of Feedback.6.3 Trademarks. Nothing in this Agreement shalloperate to give Licensee the right to use, and Licenseeshall not use, any of R3’s trade names, trademarks,service marks, logos, domain names, or other distinctivebrand features without R3’s prior written consent.



7. Confidentiality.

7.1. Nondisclosure. Each party shall retain theConfidential Information (as defined below) of the otherparty in the strictest confidence and shall not disclosethe Confidential Information of the other party to anythird party without the other party’s prior expresswritten consent. Neither party shall use the ConfidentialInformation of the other party for any purpose notrelated to the purpose of this Agreement, and shall limitaccess to the Confidential Information of the other partyto those of its employees and agents whose workresponsibilities require such access. Each party shallensure that it, its Affiliates and each of their employees,consultants and independent contractors who haveaccess to the Confidential Information of the other partyare aware of and comply with the terms of this Section7.1.

7.2. Confidential Information. “ConfidentialInformation” means any data, documentation, CordaEnterprise Software, source code, algorithms,inventions, know-how, ideas, product pricinginformation, business methods, and/or any informationdisclosed by a party as a result of this Agreement,including, but not limited to, the Corda EnterpriseSoftware (in both object and source code form) andDocumentation (in the case of R3) and CorDapps (in thecase of Licensee). Confidential Information does notinclude information which is: (1) in the public domainat the time of disclosure or becomes available thereafterto the public without restriction and not as a result of theact or omission of the recipient; (2) rightfully obtainedby the recipient from a third party without restriction asto disclosure; (3) lawfully in the possession of therecipient at the time of disclosure and not otherwisesubject to restriction on disclosure; or (4) approved forrelease in writing by the disclosing party.




8. Default and Termination.

8.1 Termination by R3. Either party may terminatethis Agreement at any time by giving the other partythirty (30) days prior notice. R3 may terminate thisAgreement immediately upon notice to Licensee if: (a)Licensee or any of its Affiliates fail to comply with anymaterial term or condition of this Agreement and suchnon-compliance is not corrected to R3's satisfactionwithin ten (10) days after written notice of the noncompliance (unless such breach is incapable of beingcured, in which case R3 may terminate this Agreementimmediately); or (b) Licensee is liquidated or dissolved,or becomes insolvent, or suffers a receiver or trustee tobe appointed for it, or makes an assignment for thebenefit of creditors or institutes or has instituted againstit any proceeding under any law relating to bankruptcyor insolvency or the reorganization or relief of debtors.

8.2 Effect of Termination. Upon expiration ortermination of this Agreement for any reason, Licenseeand each of its Affiliates shall immediately cease usingthe Corda Enterprise Software and Documentation andall other Confidential Information of R3 providedpursuant to this Agreement, and either return to R3 ordestroy all physical and electronic copies thereof. Forthe sake of clarity, Licensee shall have no further rightto utilize the Corda Enterprise Software orDocumentation in connection with the use, support ormaintenance of CorDapps. In addition, Licensee shalluninstall, delete or remove the Corda EnterpriseSoftware in its possession or control, including anycopies thereof, from any and all computers, media orother devices within five (5) days, unless the Term ofthis Agreement is extended upon agreement by both parties. Notwithstanding the foregoing, Licensee and itsAffiliates shall not be required to return or destroyelectronic copies of Confidential Information createdpursuant to automatic archival backup procedures whichcannot reasonably be deleted; provided that they shallnot make any effort to access or reconstruct theConfidential Information in such computer records orfiles. Sections 6.1, 6.2, 7, 9, 10, and 11 and this Section8.2 shall survive and remain effective after anytermination of this Agreement.




9. Disclaimer of Warranties. THE CORDAENTERPRISE SOFTWARE IS PROVIDED "AS IS"WITHOUT REPRESENTATION, WARRANTY ORINDEMNITY OF ANY KIND INCLUDING ANYREPRESENTATION OR WARRANTY RELATEDTO NONINFRINGEMENT, EITHER EXPRESS, ORIMPLIED, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE. R3 MAKES NOWARRANTY OR REPRESENTATION THATLICENSEE’S OR ANY OF ITS AFFILIATES’ USEOF THE CORDA ENTERPRISE SOFTWARE WILLMEET LICENSEE'S OR ANY OF ITS AFFILIATES’REQUIREMENTS, WILL BE UNINTERRUPTED ORERROR-FREE OR WILL NOT INTERFERE WITHOR INFRINGE UPON THE RIGHTS OF ANY THIRDPARTY.



10. Limitation on Liability; Indemnity byLicensee.

10.1 Limitation on Liability. R3 shall have noliability, whether in contract, tort, or otherwise, arisingout of or in connection with this Agreement or the useof the Corda Enterprise Software (whether or not in themanner permitted by this Agreement). R3 shall underno circumstances be liable for any claims, demands,costs, or liabilities of any kind whatsoever alleging thatthe Corda Enterprise Software infringes the intellectualproperty rights of any third party. R3’s AGGREGATELIABILITY WITH RESPECT TO ITS OBLIGATIONSUNDER THIS AGREEMENT OR OTHERWISEWITH RESPECT TO THE CORDA ENTERPRISESOFTWARE AND DOCUMENTATION OROTHERWISE SHALL IN NO EVENT EXCEEDUSD$50.00. IN NO EVENT SHALL R3 BE LIABLEFOR ANY SPECIAL, INCIDENTAL, PUNITIVE,EXEMPLARY, CONSEQUENTIAL OR TORTDAMAGES, INCLUDING WITHOUT LIMITATIONANY DAMAGES RESULTING FROM LOSS OFUSE, LOSS OF DATA, LOSS OF PROFITS OR LOSSOF BUSINESS ARISING OUT OF OR INCONNECTION WITH THE CORDA ENTERPRISESOFTWARE OR THE PERFORMANCE OF THECORDA ENTERPRISE SOFTWARE EVEN IF R3HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES.

10.2. Indemnification by Licensee. Licenseeacknowledges that R3 is licensing the Corda EnterpriseSoftware on a royalty-free as-is basis and without anywarranties of any kind. Licensee shall indemnify R3against any third party claims, demands, costs, orliability of any kind caused by, relating to or arisingfrom (i) the use of the Corda Enterprise Software, (ii)the use, download or access by any third party of anyCorDapp of Licensee, or the inability of any third partyto do the same, (iii) the failure of any Modification orany CorDapp of Licensee to properly interact with theCorda Enterprise Software, and (iv) any claim that anyModification or any CorDapp of Licensee or portionthereof infringes any intellectual property right of anythird party.




11. Miscellaneous.

11.1 Audit Rights. Upon ten (10) days writtennotice, R3 may audit Licensee’s and each of itsAffiliates use of the Corda Enterprise Software inaccordance with this Agreement. Licensee agrees, andwill ensure that each of its applicable Affiliates agrees,to cooperate with R3’s audit and provide reasonableassistance and access to information concerningLicensee’s use of Corda Enterprise Software.

11.2 Notices. All notices to be provided by R3under this Agreement may be delivered in writing (a) bynationally recognized overnight delivery service to thecontact mailing address provided by Licensee to R3; or(b) electronic mail to the electronic mail address inconnection with your execution of this Agreement. Allnotices to be provided by Licensee under thisAgreement may be delivered in writing (a) by nationallyrecognized overnight delivery service to 11 West 42ndStreet, Floor 8, New York NY 10036, Attention: Legal;or (b) electronic mail to Legal@r3.com. All noticesshall be deemed to have been given (i) immediatelyupon delivery by electronic mail if sent at or before 5:00p.m. local time of the recipient on a working day, or onthe following working day if sent later than 5:00 p.m.local time of the recipient, or (ii) two working days afterbeing deposited with a nationally recognized overnightcourier service.

11.3 Severability. If provision of this Agreement isdetermined to be invalid, illegal or unenforceable by acourt of competent jurisdiction under any applicablestatute or rule of law, the parties agree to negotiate ingood faith to draft a new provision that comports withthe original intent of the parties. 

11.4 Modification. This Agreement may not beamended, modified or supplemented, and waivers orconsents to departures from the provisions of thisAgreement may not be given without the writtenconsent of R3 and Licensee.

11.5 Remedies. Except as provided herein, noremedy in this Agreement is intended to be exclusive,but each shall be cumulative and in addition to any otherremedy referenced herein or otherwise available at law,in equity or otherwise.

11.6 Governing Law; Dispute Resolution. ThisAgreement shall be governed by and construed inaccordance with the laws of the State of New York,without regard to its principles of conflicts of laws, andwithout regard to the United Nations Convention on theInternational Sale of Goods. In the event of acontroversy, claim, or dispute between the partiesarising out of or relating to this Agreement, suchcontroversy, claim, or dispute shall be tried exclusivelyin the courts of the State of New York. Each of theparties hereby waives any defense of lack of inpersonam jurisdiction, improper venue, and forum nonconveniens, and agrees that service of process from anysuch court may be made upon each of them by personaldelivery or by mailing certified or registered mail, returnreceipt requested, to the other party at the addressprovided herein. Both parties hereby submit to thejurisdiction of such courts, to the exclusion of any othercourts which may have had jurisdiction apart from thisSection 11.6. THE PARTIES HERETO HEREBYIRREVOCABLY WAIVE ALL RIGHT TO TRIAL BYJURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM (WHETHER BASED ONCONTRACT, TORT OR OTHERWISE) ARISINGOUT OF OR RELATING TO THIS AGREEMENT ORANY OR THE TRANSACTIONS CONTEMPLATEDHEREBY OR THE ACTIONS OF ANY PARTY INTHE NEGOTIATION, ADMINISTRATION,PERFORMANCE AND ENFORCEMENT OF THISAGREEMENT.

11.7 Assignment. Without the express writtenconsent of R3, this Agreement is not assignable orotherwise transferable by Licensee, including withoutlimitation any transfer in connection with an acquisitionin whole or in part of Licensee (or any of Licensee’sassets) or as a result of a merger, consolidation,reorganization, bankruptcy or change of control, or byoperation of law. Any purported assignment or transfermade without R3’s written consent shall be void andshall constitute a material breach of this Agreement.

11.8 Equitable Relief. The covenants andagreements of Licensee in Sections 1.2, 7 and 8 of thisAgreement, as well as the restrictions on use of theCorda Enterprise Software set forth in Section 1, are ofa special and unique character, and Licenseeacknowledges that money damages alone may notreasonably or adequately compensate R3 for any breachof such covenants and agreements. Therefore, Licenseeexpressly agrees that in the event of the breach orthreatened breach of any such covenants or agreements,in addition to other rights or remedies which R3 mayhave at law, in equity or otherwise, R3 shall be entitledto seek injunctive or other equitable relief compellingspecific performance.

11.9 No Third Party Beneficiary. There are no thirdparty beneficiaries intended by this Agreement.

11.10 Compliance with Laws. Licensee shall complywith all applicable laws governing the use of the CordaEnterprise Software.

11.11 Export Controls. Licensee acknowledges thatthe Corda Enterprise Software may be subject to theexport control restrictions of the U.S. ExportAdministration Regulations (“EAR”) and Regulation(EC) No 428/2009 (as amended) (“Regulation428/2009”), and that the Corda Enterprise Software maynot be re-exported or otherwise retransferred except inaccordance with the U.S. EAR and Regulation428/2009. Additionally, Licensee agrees that, (a) absentappropriate authorization from the U.S. government, noCorda Enterprise Software may be exported or reexported: (i) into (or to a national or resident of) Cuba,Iran, Libya, North Korea, Sudan, Syria, or any othercountry subject to a U.S. trade embargo; (ii) to anyperson or entity on the U.S. Treasury Department’sSpecially Designated Nationals (“SDN”) List or theU.S. Department of Commerce’s Denied Parties List,nor to an entity more than 50% owned by a person orentity on the SDN List; or (iii) for any purpose or enduse that is otherwise prohibited by the U.S. EAR, and(b) absent appropriate authorization from the U.K.government, no Corda Enterprise Software may beexported or re-exported: (i) into any country subject toEuropean Union sanctions or restrictive measures; (ii)either directly or indirectly to any natural or legalperson, body or entity listed as parties subject toEuropean Union economic sanctions/restrictivemeasures; or (iii) for any purpose or end-use that isprohibited by Regulation 428/2009.

11.12 R3 Privacy Policy. Licensee acknowledges thatexcept as described in this Agreement, the informationLicensee provides to R3 or that R3 collects will be used and protected as described in the R3 Privacy Policy(https://www.r3.com/privacy-policy).

11.13 Data Processing/Transfer. If Licensee isestablished in the United Kingdom, a Member State ofthe European Economic Area, or Switzerland, the R3HoldCo LLC Website Privacy Statement — FullStatement found at: https://www.r3.com/full-privacypolicy applies to the processing of any personal data.

11.14 Access & Disclosure. R3 may access, preserve,or share any of Licensee’s information when R3believes in good faith that such sharing is reasonablynecessary to investigate, prevent, or take actionregarding possible illegal activities or to comply withlegal process (e.g. a subpoena or other legal process).R3 may also share Licensee’s information in situationsinvolving potential threats to the physical safety of anyperson, violations of the R3 Privacy Policy or useragreements or terms; or to respond to the claims ofviolation of the rights of third parties and/or to protectthe rights, property and safety of R3, its employees,users, or the public. This may involve the sharing ofLicensee’s information with law enforcement,government agencies, courts, and/or other organizations.

11.15 Complete Agreement. The parties furtheragree that this Agreement sets forth the complete andexclusive statement of the agreement between theparties relating to the Corda Enterprise Software andsupersedes any and all prior agreements, whetherwritten or oral, and all purchase orders and othercorrespondence and communications between theparties relating to the Corda Enterprise Software or anypart or version thereof.


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