MATTR Verifier Single Format (CWT/COSE) SDK Licence Agreement

Last Updated: 11 Nov 2021

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IMPORTANT: THE MATTR VERIFIER SINGLE FORMAT (CWT/COSE) SDK IS LICENSED UNDER THESE TERMS. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING OR ACCESSING THIS SOFTWARE DEVELOPMENT KIT, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE OR ACCESS THIS SOFTWARE.

  1. Licence where no Customer Agreement applies
    1. This clause 1 applies at all times during which there is no “Customer Agreement” (Customer Agreement) that has been signed or otherwise expressly agreed by both you and MATTR Limited (MATTR, we, us or our).
    2. All intellectual property rights, including copyright, (intellectual property rights) in the software are owned by MATTR or its licensors or assignees. Other than as expressly provided in these terms, nothing in these terms operates to transfer or assign ownership of intellectual property rights, or confers on you any right, title or interest in or to any of MATTR’s intellectual property rights or to any third party intellectual property rights.
    3. Subject to clause 1(d), we grant you a non-exclusive, non-sublicensable, non-transferable licence to use the MATTR Verifier Single Format (CWT/COSE) SDK, including any associated documentation and any updates or modifications that we publish or make available to you (software), solely for the permitted purpose set out in clause 4.
    4. You must not, without our prior written consent:
      1. distribute, modify, resell or otherwise deal in the software;
      2. remove any copyright, patent or other proprietary notices contained in the software; or
      3. use the software for any commercial purpose.
    5. You must not create any applications that incorporate any elements or components of the software. If you create any applications in breach of this clause 1(e), MATTR will own all intellectual property rights in such applications.
    6. If you give us ideas, comments or suggestions relating to the software (feedback), all intellectual property rights that might subsist in the feedback are owned solely by us. We may use or disclose any feedback for any purpose, without your approval, and without any attribution or payment to you.
  2. Licence where Customer Agreement applies
    1. This clause 2 applies if, and only if, you and MATTR have signed or otherwise expressly agreed to a Customer Agreement which has not expired or terminated.
    2. Your licence to the MATTR Verifier SDK is solely as set out in the Customer Agreement, which may grant you rights that are broader than these terms or otherwise differ from these terms.

      These terms must be read in conjunction with, and subject to, the terms of the Customer Agreement.

  3. Term
    These terms and the licence granted under these terms expires on the earlier of:
    1. the date of expiry of any Customer Agreement in force between you and us; and
    2. the date on which we notify you of the termination of these terms.

    When your licence expires, without limiting any rights or obligations under any Customer Agreement in force between you and us, you must immediately stop using the software, and must return or destroy all copies of it in your possession or control.

  4. Permitted purpose
    1. For the purposes of the licence granted under clause 1(c) of these terms, and subject to clause 5, the only permitted purpose of the software is non-commercial, non-production use for research and reporting in the public interest solely in respect of the application with which the MATTR Verifier Single Format (CWT/COSE) SDK was originally published.
    2. For the purposes of the licence referred to in clause 2(b) of these terms, and subject to clause 5, the permitted purpose of the software is as set out in the Customer Agreement, including any Service Terms which apply to the MATTR Verifier Single Format (CWT/COSE) SDK, in force between you and us.
  5. No other rights
    You must not copy, reverse-engineer, decompile, disassemble, attempt to derive the source code of, or modify the software, or any part of the software, except to the extent that:
    1. you are expressly permitted to do so under the terms of a Customer Agreement in force between you and us;
    2. any such restriction is prohibited by applicable law; or
    3. in the case of copying, such copying is for permitted purpose as set out in clause 4.

  6. IP challenges and patent claims
    1. You must not challenge our ownership of intellectual property rights that may subsist in the software or any other item or material created or developed by us or on our behalf under or in connection with the software or these terms.
    2. If you make any written claim that the software infringes or contributes to infringement of any patent, the licence to the software that has been granted to you under these terms ends immediately.
    3. You must notify us in writing immediately after becoming aware of any circumstance which may suggest that any person may have unauthorised knowledge, possession or use of the software.

  7. Open source software
    1. The software may include elements subject to one or more open source licences (Open Source Software). Any such Open Source Software is licensed under its applicable licence terms, and is not subject to these terms unless otherwise specified. For a full list of Open Source Software used in the software, including third-party notices containing credits or attributions where required for the use or redistribution of such Open Source Software, please visit https://learn.mattr.global/licenses-mobile.
    2. Even where Open Source Software is governed by other licence terms, the limitations of liability set out in clause 10 will continue to apply as between you and MATTR, except to the extent that any such limitations are prohibited by applicable law.

  8. Termination and changes
    1. This clause 9 applies at all times during which there is no Customer Agreement in force between you and us.
    2. If we notify you in writing that you have breached any of these terms, you must remedy that breach to our reasonable satisfaction within 14 days of receiving our notice. If you don’t do so, we may terminate this agreement for breach immediately by written notice to you.
    3. We can terminate these terms at any time, for any reason or no reason at all, by giving you written notice of termination.
    4. We may amend these terms at any time, with notice to you. By continuing to use the software after such notice, you agree to the terms as amended. If you do not agree to the terms as amended, you must immediately cease your use of the software.

  9. No Liability
    1. This clause 10 applies subject to any Customer Agreement in force between you and us.
    2. We do not represent or warrant that the software will operate without interruption or be error- free, free from design defects or other defects, non-infringing, of any particular quality, fit for any particular purpose or free from viruses or other malicious code.
    3. To the maximum extent permitted by law, except as expressly provided in these terms, the software is provided on an “as is” and “as available” basis, without express or implied warranties, guarantees or conditions of any kind.
    4. To the maximum extent permitted by law, we will not be liable to you for any losses, damages, costs or claims arising out of these terms, the software, or your use of or inability to use the software, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
    5. If, despite the exclusion of liability in clause 10(d), we are found to be liable to you under or in connection with these terms, our liability will be limited to NZD$50.00 in aggregate.
    6. We will not be liable to you under or in connection with these terms for any lost profit, revenue, savings, business, data or goodwill, or for consequential, indirect, incidental or special damages or losses of any kind.
    7. Except where we have entered into a separate written agreement with you, the software is not provided with support services of any kind.
    8. You agree and represent that you are acquiring the software for the purposes of trade and, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 (or other applicable consumer protection laws in your country) do not apply to the supply of the software or these terms. You agree that it is fair and reasonable that the parties are bound by this clause.

  10. Governing law

    These terms and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand to deal with any dispute, litigation or other matter relating to these terms or the software. You must not object to the transfer of any proceedings to New Zealand courts on any basis, including inconvenience.

  11. General
    1. If any provision of these terms is found to be illegal, invalid or unenforceable, that provision will be read down to the minimum extent necessary so that it is legal, valid and enforceable whilst preserving the original intent (or, if such reading down is not possible, that provision will be deleted). Other provisions of these terms will continue to apply with full force and effect.
    2. Any reference in these terms to “including” and similar expressions are not used as, nor are they intended to be, interpreted as words of limitation.
    3. These terms, together with any Customer Agreement in force between you and us, constitute the entire agreement between you and us about the software and supersede any prior agreement or understandings between you and us and any prior representation or warranty given or made by you or us.
    4. We will only have waived a right or remedy under these terms if we have signed a written waiver. Any failure or delay by us in exercising a right or remedy under these terms or at law is not a waiver and will not prevent our further exercise of that, or of any other, right or remedy.