This Agreement is made between HashCash Consultants LLC (“HashCash”), a Calif ornia LLC with registered offices at Geng Road, Xxxx Xxxx, Xx 00000, XXX; and
(“Customer”) with registered office at .
This Agreement, together with any Order Form(s) (OF) issued hereunder, constitutes the entire agreement between the parties relating to the supply of Sof tware licenses, online Serv ices, and Maintenance Services by HashCash and shall prev ail ov er any representations whether written or oral by HashCash not contained herein.
This Agreement commences upon its execution by both parties, continues until terminated in accordance with the terms of this Agreement and may not be varied unless such v ariation is in writing and is signed by authorized representatives of both parties.
In the Agreement the following words shall have the following meanings:
“Agreement “means this Sof tware Serv ices Agreement.
“Conf idential Information” means all non-public inf ormation disclosed (directly or indirectly) by one party (or by a third party on its behalf) to the other party bef ore or af ter the commencement of the Agreement, including the Intellectual Property and any information relating to either party ’s operations, plans or intentions, products, know-how, trade secrets, market opportunities and business af f airs.
"Current Release" means the latest Release of the Current Version.
"Current Version" means the latest Version of the Supported Software and Services.
“Customer Deploy ment Location” means the premises or usage location of the licensed Sof tware as detailed in any OF.
“Customer Equipment” means the equipment detailed in any OF, if any .
“Competitor” means any company, person and entity that is producing, dev eloping and/or marketing licensed Sof tware or Serv ices that prov ides equiv alent f unctionality to that which is licensed within the scope of this Agreement.
“Def ect” means any material failure of the Software to perform in accordance with the Documentation.
“Deliv ery Date” means the initial date on which the Sof tware is deliv ered to the Customer.
“Disclosing Party” means the party by whom any Confidential Information is disclosed or the party to whom the Conf idential Inf ormation relates.
“Distributor” means any company, person or entity who acts as a reseller, distributor, v alue-added-reseller (VAR), independent software vendor (ISV), or integrator to whom HashCash grants the right to Use the Sof tware, Serv ices and/or Documentation for the purpose of prov iding third party computer serv ices as identif ied on any application Order Form(s).
“Documentation” means any user guides, online reference resources, ref erence implementations and operating manuals supplied by HashCash, whether in print or machine-readable material.
“Due Date” means the date by which inv oice pay ment is due under the pay ment terms of the Order Form.
End of Lif e Date (“EoL”) is defined as the last day that the HashCash will license the product Version. HashCash EoL policy is when there is a major or minor Release then the prior Version is immediately End of Life effective from the Release of the generally av ailable Version.
End of Support Date ("EoS") is defined as the last day that HashCash will prov ide standard support for the product Version. HashCash EoS policy is that af ter an End of Lif e Date ("EoL"), prior Versions are eligible for Maintenance Serv ices f or the lessor of (i) up to twenty four (12) months from the EoL date, or (ii) the date on which HashCash generally releases any major or minor Release Version that is 2 rev isions more than that currently in use.
“Fee” means the charges specified in any OF payable in respect of the Software, Serv ices, and Maintenance Services as varied from time to time pursuant to the Agreement.
“Force Majeure Event” means any event by which either party is prevented, hindered or delay ed from performing any of its obligations (other than an obligation to make pay ment) under the Agreement by any ev ent bey ond its reasonable control, including, without limitation, labour disputes, acts of God, war, riot, civ il commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of plant or machinery , f ire, f lood, or storm.
“Intellectual Property ” means the Sof tware, Serv ices and Documentation. "Maintenance Charge" means the charge specif ied, if any , in any OF pay able in
respect of the Maintenance Services, as varied from time to time pursuant to the Agreement.
"Maintenance Services" means the serv ices described in the Appendix attached hereto.
“Order Form” or “OF” means a HashCash Order Form f or sof tware licenses and serv ices signed concurrently with or subsequently to the Agreement.
“Production Deploy ment” means an executing instance of the HashCash library classes or binaries used in a Production Operating Environment. The Production Deploy ment License scope is specif ied on the applicable Order Forms.
“Production Operating Environment” means a computer complex made up of any number of computer chassis with any number of processors. One Production Operating Environment is distinguished from another for the purposes of defining unique Production Deploy ments by the f act that each Production Operating Env ironment is bound to a specific geographical location, or unique business line, or trading team, or unique corporate entity .
“Receiv ing Party ” means the party receiv ing the Conf idential Inf ormation.
“Release” means the Software Versions made generally available by HashCash to its customers.
“Serv ices” means the online hosted computing, data serv ices and data extracts identif ied in any OF including any copies thereof and any bug f ixes, updates, enhancements or future Releases or Versions of the services made av ailable to the Customer by HashCash.
“Sof tware” means the software in object or binary code f orm identif ied in any OF including any copies thereof and any bug fixes, updates, enhancements or future Releases or Versions of the sof tware made av ailable to the Customer by HashCash.
“Supported Software" means the Software and Services identified in any OF and any bug f ixes, updates or enhancements or future Releases or Versions thereof subject to HashCash EoL and EoS policies.
“Testing Period” means the period of f ourteen (14) day s f rom the Deliv ery Date.
“Use” in relation to the Software means to execute it on any computer, in relation to Serv ices means to access it, and in relation to the Documentation means to read and possess it, in a manner consistent with Production Deploy ment.
“Usage Term” means the term of the licens e and serv ices identif ied in any OF.
“Version” means the revision tracking designations used in the Software based on an “x.y .z.b” basis, where “x” = major Release, “y” = minor Release, “z” = a serv ice pack or maintenance f ix Release, and “b” = an optional build number.
“Warranty Period” means a period of ninety (90) day s f rom the Deliv ery Date.
In the Agreement any ref erence to “person” includes a ref erence to any body , corporate, unincorporated association or partnership and to their legal personal representativ es, successors and permitted assigns;
Headings are included for convenience only and shall not affect interpretation of any part of the Agreement.
On the occurrence of a Force Majeure Event the obligations of the party af f ected shall be suspended only for so long as that party ’s performance of its obligations is prev ented, hindered or delay ed.
As soon as possible af ter commencement of a Force Majeure Ev ent, the party af f ected shall notify the other of the occurrence and its ef f ects on its ability to perf orm its obligations.
If either party's reliance on a Force Majeure Event continues for six (6) months either party may terminate the Agreement by giving not less than thirty (30) days notice to the other.
Either party may , at its option, terminate the Agreement (including all licenses granted under it) or merely the licenses granted under this Agreement which are af f ected, at any time by written notice to the other party on the occurrence of any of the f ollowing events: (i) non-payment of fees which Customer f ails to remedy within thirty (30) days after having been given notice to do so; (ii) a material breach by the other party of the Agreement which it fails to remedy within thirty (30) days af ter having been given notice to do so; (iii) the passing by a party of a resolution f or its winding-up or the making by a court of an order for the winding-up of a party or the dissolution of a party (otherwise than, in each case, f or the purposes of solv ent amalgamation or reconstruction and in such manner that the resulting entity agrees to be bound by the Agreement); (iv) the making of an administration order in relation to a party or the appointment of a receiv er ov er, or the t aking possession or sale by an incumbrancer of, any of a party 's assets; (v ) a party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction f or protection f rom its creditors generally ; or (vi) at the Customers discretion upon the Customers Usage Term renewal date as specif ied on applicable OFs.
All rights and obligations of the parties shall cease to have effect immediately upon the ef f ective date of termination except that termination shall not af f ect the accrued rights and obligations of the parties at the date of termination or the continued existence and v alidity of the rights and obligations of the parties which are expressly or by implication intended to surv iv e termination.
Forthwith on termination for any reason whatsoev er each party shall immediately cease using all Confidential Information of the other party and all copies of any Sof tware or documents which contain Confidential Information of the other party and prov ide a signed statement that all copies hav e either been returned or destroy ed.
Forthwith on termination for any reason whatsoev er each party shall immediately cease using all licensed Software and provide a signed statement that all usage has ceased. Notwithstanding the above, Customer's license to retain and use serv ice data and any of Customer's derivativ e works thereof shall surv iv e the termination of the Agreement.
Upon termination HashCash shall be entitled to inv oice all outstanding f ees and charges and the Customer shall within thirty (30) days pay all outstanding invoices in respect of any Maintenance Services provided, or any Sof tware licensed by HashCash up to the ef f ectiv e date of termination.
The parties’ rights and obligations under Clauses 6-11, 13-16 and 23-24 inclusiv e shall surv iv e termination of this Agreement.
Each party shall hold the Confidential Information of the other in confidence and the
Receiv ing Party shall not (i) disclose the Confidential Information in any f orm to any person without the prior written consent of the Disclosing Party or (ii) use any Conf idential Inf ormation of the other party f or any purpose other than the perf ormance of its obligations or exercise of its rights under this Agreement.
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Notwithstanding the f oregoing, the Receiv ing Party may disclose Conf idential Inf ormation of the Disclosing Party to the Receiving Party’s professional advisers and employ ees to the extent such disclosure is necessary in connection with the Receiv ing Party’s performance of its obligations or exercise of its rights under the Agreement provided they are made aware of and comply with all the Receiv ing Party 's obligations of conf identiality under the Agreement.
Conf idential Information shall not include any information which: (i) is in or enters the public domain other than through breach of the Agreement; (ii) can be shown to hav e been lawf ully known by the Receiv ing Party bef ore receipt f rom the Disclosing Party; (iii) comes lawfully to the Receiving Party from a third party, free of any obligation of confidence; (iv) is independently developed by a party without use of the Confidential Information; or (v) is produced in compliance with applicable law or a court order provided the other party is given not less than seven (7) days notice and opportunity to interv ene
Neither party shall provide or disclose Confidential Inf ormation in any f orm to any Competitor without the prior written cons ent of the Disclosing Party .
At HashCash, maintaining customer trust, confidence and conf identiality is a high
priority . These terms describe how we treat non-public personal inf ormation obtained in the course of prov iding our products and serv ices.
We process personal information to enable us to prov ide product and associated serv ices in which we design, test and support HashCash sof tware products, promote our products and services, to maintain our accounts and records, and to manage our staf f . This includes storing and processing non-public personal inf ormation about our customers, prospects, employees, suppliers and individuals necessary f or the support of our sof tware products. It may sometimes be necessary to store or transf er personal inf ormation ov erseas. When this is needed inf ormation may be transferred to countries or territories around the world. Any such transf ers made are in f ull compliance with all aspects of the Data Protection Act (DPA) and General Data Protection Regulations (GDPR).
HashCash may need to share the non-public, identifiable personal inf ormation that we process in the course of prov iding commercial licensing and maintenance support services to the Customer. Where this is required in the provision of such serv ices to the Customer the shared information is strictly limited to that required only in the provision of those services. Where this is necessary, we are required to comply with all aspects of the Data Protection Act (DPA) and General Data Protection Regulations (GDPR). Where necessary or required we share identif iable and non- identif iable inf ormation with: (i) associates and representativ es of the Customer personnel whose personal data we are processing; (ii) suppliers and service providers used by HashCash in provision of the serv ices to the Customer; (iii) professional advisers for audit and compliance purposes; (iv ) f inancial organizations f or banking serv ices; and (v ) central gov ernment and gov ernment bodies as required by law.
Any queries related to data priv acy or data protection can be addressed to the HashCash Data Protection Of f icer (DPO) at email address of email@example.com as the designated the role for ensuring compliance with any regulatory requirements.
The Customer shall do and execute all acts to give effect to the Agreement as may be reasonably requested of it by HashCash.
The Customer shall take all reasonable precautions to ensure the health and safety of HashCash personnel in the event that they are in the Customer's premises for the purposes of this Agreement.
The Customer shall indemnify and defend HashCash and its employees and agents in respect of any claims by third parties which arise f rom any act or serv ices carried out pursuant to the instruction of the Customer or its employ ees and agents.
The Customer shall not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of HashCash, except to a legal entity controlled by, or under common control with, the Customer or to the purchaser of all (or substantially all) of the Customer’s assets.
Subject to Clauses 9.4, 9.5 and 9.6, HashCash maximum aggregate liability arising out of any claim in contract, negligence or other tort shall in no circumstances exceed the fees paid f or the Sof tware and Serv ices f or the period within the Usage Term during which the liability on the part of HashCash arose.
Except as otherwise provided in this Agreement, HashCash shall not be liable for any loss or damage incurred by the Customer or any third party resulting f rom any Def ect.
HashCash shall not be liable to the Customer for any loss arising out of any failure by the Customer to keep full up-to-date security copies of any data, documents or sof tware and any data that it uses, in accordance with best business practice.
HashCash SHALL NOT IN ANY CIRCUMSTANCES BE LIABLE (WHETHER IN TORT, CONTRACT OR OTHERWISE) FOR LOSS OF PROFITS, LOSS OF OR DAMAGE TO THE CUSTOMER'S (OR ANY OTHER PERSON'S) DATA, DOCUMENTS OR COMPUTER PROGRAMS, LOSS OF ANTICIPATED SAVINGS, BUSINESS, TIME OR GOODWILL OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT.
The limitations of liability in the Agreement shall not restrict either party's liability f or death or personal injury caused by the negligence of its employees or agents in connection with the Agreement.
If HashCash wishes to publicize the Customer’s use of any Sof tware or Serv ices prov ided under this Agreement by writing articles, giving conference presentations and producing sales presentations and proposals, HashCash may present such text for approval by the Customer stating the purposes for which it is to be used and may
publish the text subject to approval of the Customer. Approval shall not be unreasonably withheld.
The Customer acknowledges that it has not relied on or been induced to enter into the
Agreement by a representation, warranty or undertaking other than those expressly set out in the Agreement.
The f ailure to exercise or delay in exercising a right or remedy under the Agreement shall not constitute a waiver of the right or remedy and no single or partial exercise of any right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The waiver of any breach or default shall not constitute a waiv er of any other or subsequent breach or def xxxx.
Except for actions for non-payment or breach of HashCash proprietary rights in the Sof tware, no action (whether in contract, negligence or other tort) arising out of this Agreement to the extent permitted by law may be brought by either party more than two (2) y ears af ter the cause of action has accrued.
Nothing in the Agreement shall be construed as creating a partnership, joint venture, association or employment relationship between the parties or as constituting either party as the agent of the other party and neither party shall hav e the authority to bind the other party in any manner or f or any purpose.
If a court declares any part of this agreement unenforceable or invalid the remaining prov isions will remain in f ull ef f ect.
Any notice in connection with the Agreement shall be in writing in the English language and shall be delivered personally or sent by internationally recognized courier to the party due to receive the notice at its address for notices as amended f rom time to time as set out in the agreement.
In the absence of evidence of earlier receipt any notice shall be deemed to hav e been giv en if delivered personally, when left at the address for notification referred to in the Agreement or if sent by any other means upon a record of delivery being created.
The If a dispute arises fromor relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this agreement or the transactions relating to its subject matter.
If any properly invoiced amount payable under the Agreement is not paid on the due date then HashCash reserves the right to charge interest on such sum on a day to day basis from the Due Date to the actual date of payment at the rate of 0.3% per day (or the maximum legal rate, if less). The Customer shall also indemnif y HashCash f or all reasonable costs (including legal costs) incurred in the collection by HashCash of any properly ov erdue pay ments.
It is the Customer's responsibility to ensure its purchase order procedures have been complied with to permit pay ment to take place on the Due Date.
All charges and fees payable hereunder are exclusive of Value Added Tax and any other taxes, customs or duties arising in connection with the Agreement, which shall be paid by the Customer at the rate and in the manner f or the time being prescribed by law.
If any amount payable under the Agreement remains unpaid fifteen (15) day s af ter the due date of the relevant invoice HashCash shall be entitled to immediately suspend the provision of any work or services required or env isaged under the Agreement or any other agreement upon giving the Customer written notice until the amount due shall be paid in f ull.
HashCash may increase the License Fees and/or Maintenance Charge to a maximum of +8% (plus eight percent) per annum.
Both parties agree not to knowingly solicit the employment of, nor offer employment to, nor use the services of any employee, or consultant of the other who has been engaged either directly or indirectly in the prov ision of any serv ices to the Customer, for a period of eighteen (18) months from the date of final involvement of the individual in question, provided that general advertisements of employment shall not be deemed to v iolate such cov enant.
In the ev ent of either party employing or using the services of any such employ ee or consultant in contravention of the Agreement, the offending party will pay to the other eighteen (18) month's salary for that employee or consultant, such sum to be pay able on the date when such employee or consultant was f irst employ ed or used.
HashCash shall, upon execution of any OF, deliver to the Customer the Software and Documentation detailed on the OF, and where any OF specif ies Serv ices HashCash shall provision access to the Services, upon such date and to such location as reasonably requested by the Customer.
The Customer shall be deemed to have accepted the Software and Services upon the f irst to occur of any of the f ollowing: (i) the Customer conf irms in writing to HashCash that the Software and/or Serv ices are accepted; (ii) the Cus tomer uses the Software and/or Services, or any part of it, other than for testing; (iii) the Customer fails to notify HashCash of any Defect within the Testing Period; or (iv ) if the Customer has notified HashCash of a Def ect and on agreement with the Customer that HashCash has repaired the Defect or that no such Def ect in f act exists.
In consideration of the payment of the Fees, HashCash grants the Customer a non-
assignable, non-transf erable and non-exclusiv e license to use the Sof tware, Serv ices and the Documentation consistently with the terms specif ied in this Agreement, any applicable OF, and the Documentation.
Other than as allowed in the Agreement or associated OF, the C ustomer is not permitted to modif y , copy , transf er, lease, sell or distribute the Sof tware, Serv ices or Documentation or any portion thereof .
The Customer shall not use the Sof tware, Serv ices and Documentation f or the purpose of prov iding third party computer serv ices not identif ied in this Agreement
and any applicable OF.
Except as may be otherwise permitted under this Agreement, the Customer shall not permit any third party to use the Software, Services or Documentation in any way whatsoev er.
The Customer may make copies of the Software, Services data, and Documentation as reasonably necessary for their use pursuant to the Agreement. In addition, the Customer may make a reasonable number of copies of the Sof tware and Serv ices data exclusively for inactive back-up or archival purposes. Proprietary notices incorporated in or af f ixed to the Sof tware, Serv ices data, or Documentation may not be removed by the Customer, and all copies that the Customer is permitted to make will include such notices.
The Customer is licensed to use the Software and Services only for the purposes as def ined in any OF and insofar as any use is consistent with and goes no f urther than the terms as defined in the Production Deployment. If the Customer wishes to increase the licensed usage of the Software or Services it may do so upon the pay ment of an increased fee which will be notified to the Customer upon request.
The Customer undertakes not to alter or modif y the whole or any part of the Sof tware, Services, or Documentation in any way and not to and not attempt to decompile, disassemble or reverse engineer or deriv e the source code of the Sof tware.
Where the Customer is a Distributor; (i) Clauses 18.1, 18.2, 18.3 and 18.4 are modif ied to the extent necessary to allow the Distributor to prov ide third party computer services as identified in the applicable OF; and (ii) the ultimate third party end user HashCash Software and Services licenses granted by the Distributor will be subject to terms consistent with this Agreement and any applicable Order Form(s).
The Customer shall be responsible for ensuring that the Customer Equipment is fully
operational at the Customer Deploy ment Location.
If the Sof tware cannot be used on the Customer Equipment due to it being temporarily inoperable then the Customer may Use the Sof tware on other equipment provided that such usage is within the terms of the granted License(s) specif ied.
The Use of the Software on any temporary equipment shall be at the sole risk and responsibility of the Customer.
The specif ied Fees shall be inv oiced upon execution of an OF and shall be paid within the pay ment terms and conditions specif ied on the applicable OF.
Responsibility for ensuring the safe keeping of the Software and Documentation and the media on which they are stored shall pass to the Customer on the Deliv ery Date.
Upon request, the Customer shall grant HashCash reasonable access to the Customer Deployment Location and Customer Equipment during the Customer’s normal business hours, and upon reasonable prior written notice to the Customer, solely as necessary to enable HashCash to determine that the Sof tware, Services and Documentation is only being used in accordance with the Agreement.
If the Customer Uses the Software, Serv ices or Documentation on an unauthorized basis then, without prejudice to HashCash other rights, the Customer will be liable to pay such sums, as HashCash would hav e receiv ed had it granted appropriate licenses f or the unauthorized Use.
The Customer shall, during the term of the Agreement: (i) maintain adequate security measures to safeguard the Software, Services and Documentation f rom access or use by any unauthorized person; (ii) retain the Software, Serv ices data, and Documentation and all copies thereof under its control; (iii) maintain a f ull and accurate record of all copies made of the Sof tware, Serv ices data, and Documentation and produce such record to HashCash on request; (iv ) keep f ull copies of the Software, Services data, and of the Customer’s data and computer records in accordance with best computing practice; (v ) co-operate f ully with HashCash personnel in the diagnosis of any Defect and (v i) make av ailable to HashCash, free of charge, all inf ormation, f acilities and serv ices reasonably requested by HashCash to assist HashCash in diagnosing the Def ect including without limitation computer runs and log f iles.
This Agreement is subject to any governmental laws, orders or other restrictions on the export of software that may be imposed by any governmental authorities. The Customer agrees that it will comply in all respects with any gov ernmental laws, orders or other restrictions on the export and re-export of the Software (including technical data and any related information and Documentation) which may be imposed from time to time by the governments of the United States and the United Kingdom, and any country to which the Sof tware is shipped by the Customer.
HashCash warrants that it has the right to license the Use of the Sof tware and
Serv ices to the Customer as prov ided in this Agreement.
HashCash f urther warrants that (i) the Sof tware and Serv ices will substantially conf orm to the Documentation when used in accordance with the Documentation and this Agreement; and (ii) the media on which the Software is delivered will be f ree of def ects in materials and workmanship.
If , during the Warranty Period, HashCash receives written notice from the Customer of any Defect in the media on which the Sof tware is deliv ered, then HashCash shall, at its own expense and within a reasonable period of time af ter receiv ing such notice, use its reasonable xx x xxxx to repair such Def ect or prov ide a replacement copy of the media.
The warranties set out above and HashCash obligations to repair any Defect shall be subject to the Customer complying with all applicable obligations hereunder and no alterations or modifications being made to the Software by any person other than HashCash.
Without prejudice to Clause 22.1 hereof, the Customer acknowledges that the nature of software in general is that it is not entirely error-free and consequently accepts that the existence of errors in the Sof tware or Serv ices shall not, of itself , constitute a breach of any warranty giv en in Clause 22.1.
EXCEPT AS SET OUT IN THE AGREEMENT, ALL CONDITIONS, WARRANTIES
AND REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE INCLUDING IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS OF ANY SOFTWARE FOR A PARTICULAR PURPOSE ARE EXCLUDED.
Title and ownership of the Software, Services, and Documentation, all copies thereof and the media upon which they are stored and all proprietary rights in them supplied to the Customer under this Agreement are and remain the sole property of HashCash.
The Customer shall not obtain any right, title or interest in the Intellectual Property other than as granted under the Agreement and shall not tamper with or remov e any proprietary notices contained or included in or on material prov ided by HashCash.
The Customer shall promptly give notice to HashCash in the event that it becomes aware of any infringement or suspected infringement of HashCash’s rights in the Intellectual Property or any claim that the Intellectual Property or its use infringes the rights of any third party .
In the event of any occurrence of the ev ents described in Section 23.3, HashCash shall, in its absolute discretion, decide on the course of action to take and the Customer shall, at HashCash expense, prov ide all reasonable assistance in connection with any such action.
HashCash will def end at its expense and indemnif y the Customer f or loss or damages finally awarded against the Customer arising out of any claim that the use of the Intellectual Property inf ringes or otherwise v iolates any patent, copy right, trade secret or other proprietary right of any indiv idual or entity , prov ided the Customer promptly notifies HashCash in writing of the claim or the threat of a claim immediately it is aware of it and does not admit, say or do any thing to prejudice HashCash def ense of such a claim.
HashCash shall have sole control to defend, compromise or settle the claim and all negotiations and the Customer will, at HashCash expense, use its best endeav ors to assist HashCash in connection with the def ense.
If a claim of the type referred to above is made (or if HashCash considers such a claim to be likely) HashCash shall have the right, at its option to procure f or the Customer the right to continue to use the Intellectual Property or the inf ringing part or modify or replace the Intellectual Property so as to avoid the inf ringement or substitute other intellectual property of similar capability .
If the remedies abov e cannot be achiev ed at a reasonable cost and within reasonable time scales, HashCash shall remove the Intellectual Property f rom the Customer Deployment Location and terminate the Customer's right to Use the of f ending Intellectual Property immediately and refund to the Customer a prorated portion of the cost of the Intellectual Property (based on the life of the Usage Term) that is causing the inf ringement.
HashCash shall hav e no liability f or a claim f or inf ringement of a third party ’s intellectual property rights with respect to any claim to the extent it is based upon
(i) the Use of the Intellectual Property otherwise than in accordance with the Agreement; (ii) the Use of any Version of the Software or Serv ices other than a current, unaltered Release; (iii) the combination, operation or Use of the Software or Serv ices with programs or data or equipment not supported or otherwise approv ed by HashCash; and (iv) the Use of the Software on or in connection with a computer system other than the Hardware and Operating Sy stem Sof tware specif ied on the applicable OF.
This sets out HashCash entire liability in respect of claims of inf ringement of intellectual property rights of any kind.
In consideration f or the Maintenance Serv ices, the Customer shall pay the Maintenance Charge, if any , as set out in any executed OF.
The Maintenance Services shall commence on the date specified in the OF and shall continue f or the Usage Term and shall remain in f orce thereaf ter unless terminated by either party giv ing written notice of termination.
If the Maintenance Services are not renewed then they may be reinstated only by the Customer paying to HashCash the Charges that would hav e been paid during any period f or which the Maintenance Serv ices were not prov ided.
Any specified Maintenance Charge will be due under the terms specif ied in any applicable OF, and be due and payable within the Payment Terms specified on the applicable OF(s).
The Customer shall reimburse HashCash for all reasonable travel, subsistence and accommodation expenses incurred by HashCash in prov iding the Maintenance Serv ices. Any such expenses will be subject to specif ic written prior approv al.
HashCash reserves the right to alter the Supported Software and Services at its sole discretion and may add enhancements or added product f unctionality .
Af ter the introduction of a new generally available Version of the Supported Software or Serv ices, prior Versions of the Supported Software or Services are eligible f or Maintenance Services based on HashCash End of Support (“EoS”) policies.
The Customer will make available to HashCash, f ree of charge, all inf ormation, log
f iles, sample data and services reasonably requested by HashCash to perf orm the Maintenance Serv ices.
The Customer will prov ide and f ully maintain, at the Custom er's expense such telecommunications facilities and other equipment as are reasonably requested by HashCash f or testing and diagnostic purposes.
The Customer will ensure that its staf f are adequately trained in the use of the Sof tware.
Subject to payment of the fees specified, HashCash shall provide the Customer with the maintenance serv ices set f xxxx in Appendix 1, and as f ollows:
( a) If the Customer discovers any Defect then it shall notify HashCash in writing of the Defect by providing HashCash with a documented example of such Defect.
( b) HashCash shall use its reasonable endeavors to commence the diagnosis of any Defect notified to it in accordance with the Maintenance Serv ices. Within a reasonable time after such correction being completed HashCash shall deliv er a correction to the Current Release together with amendments to any relev ant Documentation specifying the nature of the correction and providing instructions f or its proper use. HashCash shall prov ide the Customer with assistance reasonably required by the Customer to enable the Customer to implement the correction.
( c) Error Correction services will not be provided to the extent any Def ect is (i) caused by any modifications to the Supported Software by any person other than HashCash or any person authorized by HashCash to create such modif ications;
(ii) the Def ect occurs in any Version of the Supported Software other than the two latest Versions made generally available by HashCash; (iii) the Def ect results f rom the Supported Software not being used in accordance with the Agreement or HashCash instructions; (iv) the Defect results f rom the Supported Sof tware being used in an unauthorized or incompatible env ironment; or (v ) the Def ect results from neglect or abuse on the part of the Customer, its employ ees or agents;
( d) HashCash shall make an additional charge on a time and materials basis calculated in accordance with HashCash standard rates then prev ailing in accordance with HashCash standard terms f or any serv ices prov ided by HashCash: (i) at the request of the Customer to fix Defects which are excluded by the Agreement; or (ii) which arise in respect of the Supported Sof tware being used on temporary equipment.
( e) For the av oidance of doubt nothing in the Agreement shall obligate HashCash to f ix all Def ects.
Versions and Releases
HashCash shall prov ide Version and/or Release updates on supported industry
standard communication protocols or v enue specif ic communication protocol dialects as required to maintain the Supported Sof tware. These updates will include any content or structural rev isions as published in the applicable specif ications and def initions.
These updates shall be provided no less than 3 months prior to the operative date of the updated implementations.
If the Customer requires an enhancement it shall furnish HashCash with a written or
online request for such an enhancement. HashCash will record the Customer request and will giv e due consideration to each such request. If HashCash does not wish to undertake the work, HashCash shall hav e no f urther obligation in respect of the request, bey ond notif y ing the Customer of this f act.
HashCash will f rom time to time use its reasonable endeavors to modify the Current Release to ensure that it conf orms to any change of legislation that af f ects it. HashCash will deliver such modifications as part of either a new Release or a new Version.
By signing below the parties accept and agree to all the terms of this Agreement. Signed f or and on behalf of Customer
( a) HashCash shall notif y the Customer of any Version or Release of the Supported Name Sof tware which it shall f rom time to time make generally av ailable f ree of charge to
its customers. Title
( b) Upon notif ication that the Customer wishes to ev aluate the new Version or Date Release HashCash shall deliv er to the Customer the new Version or Release together
with any amendments to any Documentation necessary to describe the facilities of
the new Version or Release.
Support Serv ices and Adv ice
( a) HashCash shall provide access to Maintenance Serv ices subject to issue prioritization and service levels described in Appendix 1 for the reporting of Defects
Signed f or and on behalf of HashCash Consultants LLC
and receiving of queries during the coverage periods specified within the applicable Signature OF.
( b) All Def ects and all queries in relation to the Supported Sof tware and related Name Documentation shall be reported to HashCash Support with conf irmation of any Def ect
by a written or Online Defect report.
( c) The Customer shall provide all reasonable assistance to HashCash as HashCash
requests in connection with a Defect or query reported to HashCash Support, where Date such assistance shall include, without limitation, the full completion of a Defect
report and assistance in reproducing Defects.
( d) HashCash shall use its reasonable endeavors to answer queries raised by the Customer in relation to the use of the Current Release in accordance with the Maintenance Services purchased by the Customer and specified on the applicable OF.
( e) For the avoidance of doubt all work associated with onsite services requested of and prov ided by HashCash actually installing bug f ixes, updates, enhancements or new Releases or Versions will be charged at HashCash standard rates thenprevailing in accordance with HashCash standard terms.
HashCash Support Maintenance Services
Maintenance Services coverage:
HashCash Support provides second line technical support (to internal development teams), and/or third line technical support (Distributors). The primary objective of HashCash support is to ensure that availability of HashCash support services matches the applicable operational requirements and market trading w indow s of our customers, and hence the production availability of all HashCash products.
Refer to the applicable Order Form(s) for specific coverage hours.
HashCash Support access:
HashCash provides online support resources to supported HashCash customers and development partners. Access is via authenticated username/passw ord security credentials.
HashCash JIRA –hosts the HashCash Support event issue logging and tracking system. The HashCash JIRA system is the primary system used for release version tracking and reference to associated issues/fixes a nd enhancements.
Email: w e recommend using JIRA for issue logging/tracking, how ever registration requests for the HashCash JIRA and technical support is also available via email at firstname.lastname@example.org
Support issue prioritization and service levels:
The applicable Maintenance Services are provided by HashCash for the Supported Softw are under the terms of this Agreement, and as specified in the Order Form(s) associated w ith this Agreement.
Customers must prioritize their logged service events within the following categories:
Priority 1 [Blocker] = is an emergency conditionwhich causes critical impact which delays thework of Customer, causes the loss of data, systemor part of systemis dow n or makes the performance or continued performance of any one or more functions impossible. HashCash w ill respond and begin error correction w ithin one (1) hour and w ill continue error correction activity until a w orkaround correction is made. Thereafter, HashCash w ill continue to actively pursue a permanent correction.
Priority 2 [Major] = issue is significantly impacting business or the w ork of Customer or w hich makes the performance or continued performance of any one or more functions difficult and no w orkaround is available. HashCash w ill respond and begin error correction within four (4) hours and will continue error correction activity until a w orkaround correction is made. Thereafter, HashCash w ill continue to actively pursue a permanent correction.
Priority 3 [Minor] = limited problem w hich is not critical and/or for whicha workaround has been found. May also be used for usage enhancements or additional functionality suggestions. HashCash w ill provide error correction w ithin a mutually agreed upon time frame, but in no event later than the next Release.
Priority 4 [Trivial] = minor problem condition w hich can easily be avoided or a technical query or cosmetic issue
e.g. misspelled w ords or misaligned text. HashCash w ill provide error correction at our convenience.
If no priority is given, Priority 3 is assumed.
New Releases and Versions:
Updates for major, minor and maintenance/fix releases areavailable free of charge for supported customerswhen generally released by HashCash.
Formal review s w ill be held approximately every 6 months to discuss any issues, requirements or concerns. Should you w ish to request a review or discussion, please liaise w ith your account manager or email email@example.com for general enquiries.
HashCash Consultants LLC Order Form No: 412/1
The Customer agrees to procure, and HashCash agrees to provide the softw are licenses and services specified below , subject to the terms and conditions of the HashCash Softw are Services Agreement No. 9812
Deployment Location Details
[ if different]
Licensed Software and Services:
The following HashCash Software is licensed on this Order Form:
HashCash Institutional Broker Terminal Production Deployment licenses used w ithin the applications of:
PayBito Exchange Platform hosted on xxxxx://xxx.xxxxxxx.xxxxx its sub-domains
Fees are described under SpecialConditions
noted below .
Fee total on this Order Form:
This Order Form specifies rate card details
and no fees are payable.
For Annual Subscription: Included in license fee: Monday-Friday 8:00-18:00 GMT
excluding public holidays.
Usage Terms w ill be annual, paid at the commencement of usage requirement for the first year and w ith monthly in arrears invoicing cycles based on calendar months for subsequent
Payable w ithin 5 days upon invoice presentation.
This Order Form specifies the agreed per Production Deployment fees for the licensed
software. Usage specific Production Deployment licenses w ill be specified on additional Order Forms in the same format as this Order Form under the common Softw are
Services Agreement. The licensed software fees are based on:
1) Annual Subscription of USD per annum inclusive of license and
Production Deployment License scope:
Each single Production Deployment license w hich includes internal use of the software
and services in Customer's business activities, including research, development, testing
and use in Customer's production environments.
Usage periods w ill be annual, and all Production Deployment licenses w ill be co-termed
subject to the Payment Terms noted above. Each Production Deployment license w ill be
optionally annually renew able.
Set up Fee:
HashCash w ill set up the license in customer Production environment for a one-time fee
of USD .
Signed for and on behalf of the Customer Signed for and on behalf of HashCash Consultants LLC