Community License

Version: June 25, 2021

This Community 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”) as of the date that you download the software (the “Effective Date”). This is a legal agreement between you and us, so please read it carefully. By downloading the software, you agree to these terms.

1      Licensed Software.

1.1     Software Subject to License. The software subject to this Agreement consists of R3’s proprietary software Conclave, in Object Code form only (the “Licensed Software”).

1.2     Term and Expiration. The term of the Agreement will commence on the Effective Date and will continue for so long as Licensee meets one of the Eligibility Requirements as set forth in Section 1.43 below, unless earlier terminated pursuant to Section 13 (Termination) (the “Term”).

1.3     Eligibility Requirements. Licensee represents, acknowledges and agrees that, as a prerequisite to entering into this Agreement, Licensee fulfills one of the following requirements:

(a)     Licensee is a Pre-Funding Entity; or

(b)     Licensee is an individual using the Licensed Software on its own behalf and not on behalf of any third party (including any business owned by Licensee).

each of (a) and (b) above, a “Eligibility Requirement.”

2     License Grant.

2.1     Subject to the terms, conditions and restrictions set forth in this Agreement, R3 hereby grants to Licensee, and Licensee hereby accepts, a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable, right during the Term, solely to (a) internally test and evaluate the Licensed Software; (b) use the features and functions of the Licensed Software to develop and test applications; (c) subject to Section 3.4, run the Licensed Software with Conclave Applications, and run such Conclave Applications on a software-as-a-service basis for use by Conclave End Users (the “SaaS Offering”); and (d) use the Documentation for the Licensed Software, in order to satisfy its own internal requirements and to make a reasonable number of copies thereof in connection with the foregoing.

3      License Restrictions; Obligation to Open Source.

3.1     Licensee will not provide or otherwise make available, directly or indirectly, the Licensed Software or any parts thereof or the Documentation in any form, to any Person. Furthermore, Licensee will not directly or indirectly, whether through Licensee or any Person do any of the following: (a) use the Licensed Software other than solely in accordance with the license as set forth in Section 2 (License Grant) above; (b) license, sublicense, loan, assign, sell, rent, resell, lease, transmit, distribute or otherwise transfer Licensee’s rights under this Agreement or use or permit the use of the Licensed Software to provide service bureau, timeshare, outsourcing or other similar services or otherwise market or commercially exploit the Licensed Software or in any way allow any Person to use or benefit from Licensed Software; (c) copy, reproduce, publish, reverse engineer, disassemble, reverse assemble, convert, translate, merge, decompile, create derivative works from, or attempt to create, generate or access Source Code from the Licensed Software or Documentation; (d) adapt, modify or replicate any features, functions, integrations, or interfaces of the Licensed Software or any portion thereof; (e) remove, destroy, modify, conceal, manipulate or obscure proprietary rights notices placed upon or within the Licensed Software, Documentation, or any other related materials; (f) circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Licensed Software; (g) modify or alter the tables or files in the license, including any usage statistics access; or (h) combine the Licensed Software with any Publicly Available Software in any manner that could require that the Licensed Software, any portion thereof, or any Adaptation and Modification thereof to be (i) disclosed or distributed in Source Code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge. If Licensee is required to provide a Governmental Authority with access to the Licensed Software, such access is subject to this Section 3 and Licensee’s confidentiality obligations as well as Licensee’s obligations and R3’s rights under Applicable Laws.

3.2     Technical and Policy-Implemented Limitations.  Licensee will respect and comply with the technical and policy-implemented limitations set forth in the Documentation, including in connection with developing and implementing the Conclave Applications.

3.3     Obligation to Open Source Conclave Applications and Interacting Software. If Licensee makes available any Conclave Application to a third party, it shall first (prior to such conveyance) release and make available such Conclave Application to the general public pursuant to an Open Source License. Further, if Licensee provides a SaaS Offering to Conclave End Users, it shall release and make available all Interacting Software relating to such SaaS Offering to the general public pursuant to an Open Source License.

3.4     Contact Information. Prior to exercising the license grant set forth in Section 2.1(c),  (i) Licensee shall provide its contact information (legal name, mailing address, email address) to R3 pursuant to Section 16, and (ii) provide R3 with the URL of the public repository to its Conclave Application in connection with its offering of the Conclave Application pursuant to an Open Source License as set forth in Section 3.3.

4     Upgrades; Adaptations and Modifications.

4.1     R3 will provide Licensee with access to Upgrades together with any updated Documentation issued in connection with the foregoing, subject to re-certification by Licensee of the applicable Eligibility Requirement . In the event R3 provides Licensee with a New Version, Licensee acknowledges and agrees that R3 may require Licensee to agree to updated terms and conditions governing such New Version.

4.2     R3 assumes no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of Licensed Software or Third Party Software if Licensee has made or implemented changes to the system hardware/software configuration inconsistent with the Documentation. Licensee expressly acknowledges that Upgrades to Licensed Software distributed by R3 may change the functionality of Licensed Software and integration with other systems, and may not be backward compatible with earlier versions of Licensed Software.

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

6     Audit. R3 or an auditor acting on its behalf, may, upon advance written notice of at least fifteen (15) calendar days to Licensee, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by R3 submitting questions for full and complete response by Licensee (including copies of relevant documentation (subject to reasonable provision to protect confidentiality)), and reasonable cooperation to facilitate the accurate and successful completion of each such audit. Any audit report will be considered R3’s Confidential Information. If an audit reveals that Licensee is using the Licensed Software in a manner that is in violation of the terms and conditions of the Agreement, Licensee shall pay R3’s reasonable costs of conducting the audit. The parties acknowledge and agree that the rights and remedies provided in this Section will be in addition to, and not exclusive of, any rights or remedies to which R3 may be entitled under the Agreement or at law or in equity.

7     Ownership; Rights in Licensed Software. The Licensed Software and the Documentation, including all Intellectual Property, title and interest therein, and all Upgrades and other Adaptations and Modifications of or to the foregoing, are owned or licensed by, and are proprietary to, R3. Except as expressly provided in this Agreement, R3 grants no rights or licenses under this Agreement whatsoever in or to Licensed Software or the Object Code or Source Code therein. All rights and licenses to Licensed Software not expressly granted herein are hereby reserved by R3. No title to or ownership of any Licensed Software or Source Code or proprietary rights related to Licensed Software or Documentation or any related materials is transferred to Licensee under this Agreement. The Third Party Software is proprietary to its respective authors and R3 makes no claim of ownership therein.

8     No Fees Relating to License. There is no charge for the Licensed Software during the Term of this Agreement.

9     Confidentiality.

9.1     All confidential, non-public information Licensee receives from R3 pursuant this Agreement, including software and information relating to products, pricing, Intellectual Property, business strategies (including the existence of, the terms of and its position in any dispute in relation to the Agreement), employees, officers, contractors and agents and customers (“Confidential Information”), will be held in confidence and only be used strictly in accordance with this Agreement and not for any other purposes and will not, without the express written consent of R3, be used or disclosed except to those of Licensee’s employees who are bound to substantially similar obligations of confidentiality and have a need to know. Licensee will be responsible and liable for the acts and omissions of its employees to the same extent as if performed by Licensee. In any case, Licensee shall exercise at least the same standard of care to protect such information from unauthorized disclosure or use as it uses to protect its own confidential information of a similar nature, which in no event shall be less than reasonable care. For the avoidance of doubt, Licensee shall not disclose the results of any Licensed Software’s benchmark tests to any third party without R3’s prior written consent. Information which (a) is in the public domain at the time of its disclosure by R3 or thereafter; (b) was properly in Licensee’s possession prior to such disclosure by R3; or (c) was disclosed to Licensee by a third party who did not obtain such Confidential Information, directly or indirectly, from R3 subject to any confidentiality obligation, will not be considered Confidential Information under this Agreement. Notwithstanding the confidentiality obligations under this Agreement, Licensee is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by law, Licensee provides to R3 prior written notice of the intended disclosure to enable R3 the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at R3’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure. Licensee acknowledges that the disclosure of Confidential Information may cause irreparable injury to R3.  Therefore, R3, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to R3 at law or in equity.

9.2     If Licensee submits, orally or in writing, feedback, suggestions, or recommended changes to any of R3’s products and services, including new products, features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), Licensee acknowledges and agrees that R3 is free to use and exploit such Feedback (including making changes to existing or developing new products and services), without any attribution or compensation to Licensee, for any purpose whatsoever.

9.3     Nothing in this Agreement shall operate to give Licensee the right to use, and Licensee shall not use, any of R3’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features without R3’s prior written consent.

10     Representations and Warranties.

10.1     Licensee represents and warrants that it will not use, and will not permit any other party to use, the Licensed Software in a manner that violates, or could cause R3 to violate, economic sanctions or export control laws or regulations of the United States, the European Union or any other jurisdiction, and agrees that Licensee is solely responsible for compliance with all such laws and regulations.

10.2     Licensee represents and warrants that it: (a) is not organized under the laws of, ordinarily resident in, or located in, a country or territory that is the target of a U.S. trade embargo (currently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) (a “Prohibited Jurisdiction”), (b) is not identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List (the “SDN List”) or Foreign Sanctions Evaders List, the U.S. Department of Commerce’s Denied Persons List or Entity List (the “Commerce Department Lists”), or any U.S. Department of State proliferation-related list (“State Department List”), and (c) is not owned 50% or more, individually or in the aggregate, by one or more persons on the SDN List.

10.3     Licensee represents and warrants that Licensee shall comply with all applicable laws in connection with its use of the License Software.

11     DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE LICENSED SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND R3 EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE LICENSED SOFTWARE OR DOCUMENTATION, AND/OR THE ACCURACY OR RELIABILITY OF THE RESULTS THEREOF); AND (B) R3 DOES NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE LICENSED SOFTWARE OR DOCUMENTATION MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY R3, ITS AGENTS, ITS THIRD PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE WITH RESPECT TO R3. THE LICENSED SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. R3 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THIRD PARTY SOFTWARE MAY BE SUBJECT TO ADDITIONAL OR DIFFERENT WARRANTIES OR DISCLAIMERS AS SET FORTH IN ITS APPLICABLE LICENSE.

12     LIMITATION OF LIABILITY; INDEMNIFICATION BY LICENSEE.

12.1     R3 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED REVENUE OR PROFITS, OR LOST OR INACCURATE OR CORRUPTED DATA OR LOST USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, OR LOSS OF BUSINESS EXPECTATIONS. R3 shall under no circumstances be liable for any claims, demands, costs, or liabilities of any kind whatsoever alleging that the licensed software infringes the intellectual property rights of any third party.

12.2     R3’S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO USD $50.00.

12.3     Licensee shall indemnify R3 against any damages, costs, or liability of any kind (including arising out of any third party claim) caused by, relating to or arising from (a) Licensee’s use of the Licensed Software, (b) the use, download or access by any third party of any of Licensee’s applications (including any Conclave Application(s)), or the inability of any third party to do the same, (c) the failure of any of Licensee’s applications (including any Conclave Application(s)) to properly interact with the Licensed Software, and (d) any claim that any of Licensee’s applications (including any Conclave Application(s)) or portion thereof infringes any intellectual property right of any third party.

13 TERMINATION.

13.1     Termination.  This Agreement shall automatically terminate if:  (a) Licensee fails to comply with any material term or condition of this Agreement, including any term of Sections 3, 9 and 10, and such non-compliance is not corrected within ten (10) days (unless such breach is incapable of being cured, in which the Agreement is terminated immediately); or (b) Licensee is liquidated or dissolved, or becomes insolvent, or suffers a receiver or trustee to be appointed for it, or makes an assignment for the benefit of creditors or institutes or has instituted against it any proceeding under any law relating to bankruptcy or insolvency or the reorganization or relief of debtors.  This Agreement shall automatically terminate upon Licensee’s failure to maintain the Eligibility Requirements; provided, that, in the event that Licensee ceases to be a Pre-Funded Entity after any Conclave Application is used by Licensee or available for Conclave End Users in a production environment, this Agreement shall continue in force but Licensee shall only be entitled to access any Upgrades pursuant to Section 4 for the twelve (12) month period following such cessation. R3 may, but is not obligated to, provide prior written notice of termination pursuant to this Section 13.1 to Licensee.

13.2     Effect of Termination. If this Agreement is terminated or expires pursuant to its terms, then (a) Licensee must immediately discontinue use of the Licensed Software; and (b) Licensee must return, destroy or erase all copies and embodiments of R3’s Confidential Information  and, upon the written request of R3, provide assurances (signed by an officer) that it has done so; other than as required by Applicable Law or for automatically generated short-term back-up purposes (other than software); provided that with respect to such Confidential Information retained Licensee will continue to be bound by the confidentiality obligations under this Agreement.

13.3     Survival. The following provisions of this Agreement shall survive the termination or expiration of this Agreement (in addition to any liability arising under this Agreement prior to such termination or expiration), and shall continue in full force and effect following such termination or expiration: Sections 3, 6-9, 11, 12, 13.2, 13.3, and 15-19.

14     Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Licensee may not assign or transfer (whether by operation of law or otherwise) this Agreement (in each case, in whole or in part) or any of Licensee’s rights or obligations thereunder. R3 may assign this Agreement (in whole or in part) and any of R3’s rights or obligations under this Agreement, in R3’s sole discretion.

15     Governing Law and Venue. This Agreement will be interpreted, construed, and governed by the laws of the State of New York, United States. Licensee agrees that the state or federal courts located in New York County, New York, shall have sole and exclusive jurisdiction over any disputes or any application for equitable relief; any claim shall be brought only in federal or state courts located in New York County, New York, and each party expressly waives any claim that the jurisdiction of such court with respect to personal jurisdiction is improper or that the venue is inconvenient or improper.  TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO SUCH CONTROVERSIES. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. The prevailing party in any dispute is entitled to the recovery of reasonable legal fees and expenses.

16     Miscellaneous. Headings and captions are used for convenience of reference only. All notices to be provided by R3 under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to the contact mailing address provided by Licensee to R3; (b) electronic mail to the electronic mail address in connection with your execution of this Agreement; or (c) electronic mail to the electronic mail address provided in connection with Section 3.4.  All notices to be provided by Licensee under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service to 1155 Avenue of the Americas, 34th Floor, New York, NY 10036, Attention: Legal; or (ii) electronic mail to Legal@r3.com. Waiver of a breach is not waiver of other or later breaches. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. Nothing in this Agreement is intended to create an agency, partnership, joint venture, or franchise between the parties and neither party has the authority to act in the name or on behalf of or otherwise to bind the other or to make representations on behalf of the other party or its products or services. In performing its obligations under this Agreement, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation. References to days are references to calendar days unless otherwise specified. Except as set forth herein, there are no third party beneficiaries of this Agreement.

17     Availability of Equitable Relief. Licensee recognizes that the breach of the license restrictions set forth in Section 3 (License Restrictions) or the confidentiality provisions set forth in Section 9 (Confidentiality) could result in irreparable damage and harm to R3 (and its Affiliates) and R3 may be without an adequate remedy at law in the event of any such breach. Therefore, Licensee agrees that, if any of the foregoing provisions is breached or is threatened to be breached, R3 and/or its Affiliates may: (a) seek to obtain specific performance, (b) seek to enjoin any Person that has breached, or threatens to breach, any provision of Section 3 (License Restrictions) or Section 9 (Confidentiality) from engaging in any activity restricted by such provisions, and (c) pursue any one or more of the foregoing or any other remedy available to it under Applicable Laws. R3’s seeking or obtaining any such relief shall not preclude R3 from obtaining any other relief to which R3 may be entitled.

18     Export Controls and Sanctions. Licensee acknowledges that software delivered to Licensee under this Agreement may be subject to restrictions of the U.S. Government, including export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS“) (including the U.S. Export Administration Regulations (“EAR”)) and trade and economic sanctions maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC“) (collectively, “U.S. Export Controls and Sanctions“) and the E.U. Regulation (EC) No 428/2009 (as amended) (“Regulation 428/2009”) and other U.K., U.S. and foreign export and import Laws (“Other Applicable Export Laws“). Licensee acknowledges that Licensed Software may not be exported, re-exported or otherwise retransferred except in accordance with U.S. Export Controls and Sanctions Regulation 428/2009 and Other Applicable Export Laws. Additionally, Licensee agrees that, (a) absent appropriate authorization from the U.S. or U.K. governments, Licensed Software may not be licensed, sublicensed, loaned, assigned, sold, rented, resold, leased, transmitted, distributed, transferred, exported, re-exported or otherwise retransferred: (i) into (or to a Person organized under the laws of, ordinarily resident in, or located in) Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country that is the target of a U.S. or U.K. trade embargo; (ii) to any Person on the SDN List administered by OFAC, or the Entity List or Denied Persons List administered by BIS, nor to an entity 50% more than owned directly or indirectly, by one or more Persons on the SDN List; (iii)  to any “military end-user” in the People’s Republic of China, Venezuela or Russia, or any “military end use” therein, as defined by BIS; or (iv) for any purpose or end-use or to any Person that is otherwise prohibited by U.S. Export Controls and Sanctions, (b) the Licensed Software shall not be used to design, develop, engineer, manufacture, produce, assemble, test, repair, maintain, modify, operate, demilitarize, destruct, process, or use any item that qualifies as a “defense article” under 22 CFR § 120.6, and (c) absent appropriate authorization from the U.K. government, no software may be exported or re-exported: (i) into any country subject to European Union or U.K. sanctions or restrictive measures (including to a natural or legal person, body or entity which is owned or controlled by one or more parties subject to European Union or U.K. economic sanctions/restrictive measures); (ii) either directly or indirectly to any natural or legal person, body or entity listed as parties subject to European Union or U.K. economic sanctions/restrictive measures; or (iii) for any purpose or end-use that is prohibited by the E.U. Regulation 428/2009 or Other Applicable Export Laws.

19     Entire Agreement. This Agreement together with its Schedule is the entire agreement between the parties with respect to the applicable subject matters under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be modified except by written agreement executed by an authorized representative of each party referencing the specific provisions modified. Purchase orders or similar documents issued by Licensee or Licensee’s agents are void and of no effect. If Licensee’s procurement processes require use of an internal purchase order neither it nor its terms will supersede, replace, or amend this Agreement.

20     R3 Privacy Policy. Licensee acknowledges that except as described in this Agreement, the information Licensee 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).

21     Data Processing/Transfer. If Licensee is established in the United Kingdom, a Member State of the European Economic Area, or Switzerland, the R3 HoldCo LLC Website Privacy Statement — Full Statement found at: https://www.r3.com/full-privacy-policy applies to the processing of any personal data.

If you have any questions concerning this Agreement, please contact us at: legal@r3.com.

By downloading the software, you agree that you have read, understand, and agree to be bound by terms and conditions of this Agreement, and you represent and warrant that if you are entering into this Agreement on behalf of an entity, you are duly authorized and empowered to enter into this Agreement on behalf of such entity.

 

SCHEDULE A 

DEFINITIONS 

For purposes of this Agreement, the following definitions apply to the extent applicable.

Adaptations and Modifications” mean, with respect to any Intellectual Property, all derivative works thereof, developments therefrom or improvements or enhancements thereto.  

Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, such Person.  

Agreement” has the meaning set forth in the preamble.  

Applicable Law” means, with respect to any Person in any jurisdiction, the laws, regulations, orders, rules, rulings, notices, judicial decisions, directions, requirements, requests, guidelines and/or codes issued by a Governmental Authority or regulatory or quasi-governmental authority, court or tribunal affecting or relating to any matter including but not limited to any matter covered by this Agreement and being in force during the Term of this Agreement. 

BIS” has the meaning set forth in Section 18 (Export Controls and Sanctions).

Commerce Department Lists” has the meaning set forth in Section 10.2. 

Conclave” means a platform developed for the purpose of allowing Java developers to write applications in a variety of high-level languages that can be deployed into a hardware trusted execution environment such as multi-party compute Java applications in Intel SGX.  

Conclave Application” is software developed and/or licensed by Licensee that is transformed by Conclave into a secure enclave, and all other software that is used to deliver any product or service that interacts with, or utilizes, such enclave, including all software provided by Licensee to customers of such software; such software includes all configurations as used by Licensee in connection with such provision to its customers. 

“Conclave End User” means any entity (including Licensee itself and/or any third party) that receives an access and use right to the application on a software-as-a-service basis from Licensee 

Confidential Information” has the meaning set forth in Section 9 (Confidentiality). 

Control” means (a) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting equity share capital of a specific Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” will have correlative meanings. 

Documentation” means all design, operating and user documentation relating to Licensed Software that is provided by R3 via  

https://docs.conclave.net or such other address as is notified by R3 to Licensee from time to time. 

EAR” has the meaning set forth in Section 18 (Export Controls and Sanctions). 

Effective Date” has the meaning set forth in the preamble. 

Eligibility Requirement” has the meaning set forth in Section 1.4 (Eligibility Requirements). 

Feedback” has the meaning set forth in Section 9.2 

Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any supra-national, governmental, federal, state, provincial, local governmental or municipal entity or authority and any self-regulatory organization or quasi- governmental organization exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to government (including, in each case, any branch, department or official thereof). 

Intellectual Property” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators, trade names and fictional business names, together with all translations, adaptations, derivations and combinations and like intellectual property rights, together with all goodwill associated with the foregoing, (b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable, (c) works of authorship, all copyrightable works (including software) and all copyrights including all applications, registrations and renewals thereof, and all rights corresponding thereto, (d) trade secrets (including those trade secrets defined in the U.S. Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any Person, (e) mask works and (f) moral rights.  

Interacting Software” means any software used by Licensee to provide the SaaS Offering, other than Conclave and the cloud computing infrastructure environment.  

Licensed Software” has the meaning set forth in Section 1.1 (Licensed Software). 

Licensee” has the meaning set forth in the preamble. 

New Version” means version of the Licensed Software containing Adaptations and Modifications that constitute a significant change or upgrade in Licensed Software’s functionality. 

Object Code” means the executable version of a computer program resulting from the compilation, translation or processing of the Source Code by a computer into machine language or intermediate code, which is not convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer processor. 

OFAC” has the meaning set forth in Section 18 (Export Controls and Sanctions). 

Open Source License” means any licenses that comply with the “Open Source Definition” as set forth by the Open Source Initiative at the following URL (which may be moved from time to time): https://opensource.org/osd.  

Other Applicable Export Laws” has the meaning set forth in Section 18 (Export Controls and Sanctions). 

Patch” means an Adaptation and Modification to the Licensed Software intended to correct bugs, problems or errors, or to remove or protect against harmful code, computer viruses, worms, time bombs, logic bombs, Trojan horses, salamis, trap doors, backdoors, undocumented passwords, protect codes or other malicious computer instructions, or any devices or techniques that can, or are designed to, threaten, assault, vandalize, subvert, disrupt, damage, copy, misappropriate, disable or shutdown an IT system, a software program, or any component thereof, including its security or user data; including bug fixes, patches, hot fixes, and other revisions, so that Licensed Software operates without reproducible failure and functions in material conformity with the specifications contained in the Documentation.  

Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association, corporation, or any other legal entity, or Governmental Authority. 

Pre-Funding Entity” means a for profit corporate entity whose annual revenues do not exceed $1,000,000 and who has not received financing (including equity investments or debt) in an aggregate amount greater than $1,000,000. 

Prohibited Jurisdiction” has the meaning set forth in Section 10.2. 

Publicly Available Software” means any software that is distributed as free software, open source software or similar licensing or distribution models. 

R3” has the meaning set forth in the preamble.  

Regulation 428/2009” has the meaning set forth in Section 18 (Export Controls and Sanctions). 

SaaS Offering” has the meaning set forth in Section 2.1.  

SDN List” has the meaning set forth in Section 10.2. 

Source Code” means the set of instructions for a computer program, expressed in a high-level, non-machine language which is conducive to human understanding of a computer program’s logic, from which the Object Code is derived. 

State Department List” has the meaning set forth in Section 10.2. 

Term” has the meaning set forth in Section 1.3 (Term and Expiration). 

Upgrades” means improvements and/or fixes to the Licensed Software comprising of New Versions or Patches that R3 makes available for general distribution from time-to-time at no additional charge to its customers.