The following is NOT valid at this time.
2.1 License Grant. Company grants You a revocable, non-exclusive, non-transferable, limited right to install and use the Application on multiple Mobile Devices and multiple web servers, and to access and use the Application strictly in accordance with the terms and conditions of this License, the Usage Rules and any service agreements associated with your Mobile Device (collectively "Related Agreements").
2.2 Restrictions on Use. You shall use the Application strictly in accordance with the terms of the Related Agreements and shall not:
(a) repost the source code to a public or widely distributed repository without maintaining the copyright and license notice in each and every file.;
(b) violate any applicable laws, rules or regulations in connection with Your access or use of the Application;
(c) remove, alter or obscure any proprietary notice (including any notice of copyright, license or trademark) of Company or its affiliates, partners, suppliers or the licensors of the Application;
(d) utilize and/or distribute the application or a derived version without collecting and paying specified license fees;
(e) create cloud based authentication services for multiple clients;
(e) provide credential recovery and restoration services for multiple clients;
3. Intellectual Property Rights.
3.1 Rights to Application. You acknowledge and agree that the Application and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Company. Furthermore, You acknowledge and agree that the source and object code of the Applications and the format, directories, queries, algorithms, structure and organization of the Application are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Application by implication, estoppel or other legal theory, and all rights in and to the Application not expressly granted in this License are hereby reserved and retained by Company.
3.2 Third Party Software. The Application may utilize or include third party software that is subject to open source and third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the Application is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software.
3.3 Company's Marks. You are not authorized to use the Company trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Company, which may be withheld for any or no reason.
3.4 Infringement Acknowledgement. You and Company acknowledge and agree that, in the event of a third party claim that the Application or Your possession or use of the Application infringes any third party\'s intellectual property rights, You will promptly notify Company in writing of such a claim.
4. Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the Application, this License or any of the rights granted hereunder without collecting or paying specified license fees. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.
5. License Fees. Some, but not all, organizations utilizing the Application are required to pay license fees.
5.1 The Application is completely FREE for every publicly facing website for general user authentication. There will be licensing fees for corporations and government agencies for internal authentication (e.g., free for banking customers; a small annual fee for banking employees).
5.2 The Application is completely FREE for any business organization with less than 1,000 employees.
5.3 The Application is completely FREE for all colleges and universities. We hope that our open source project will be used in teaching.
5.4 Our technology for encrypting data on a mobile device is completely FREE for everyone. Everyone who cares about secure data on mobile devices should implement our technology.
5.5 The only organizations that are required to pay a license fee are business organizations with 1,000 or more employees, government organizations with 100 or more employees and organizations running an authentication service or cryptographically secure distributed ledger service (the annual license fee must be paid for each uesr of the service).
5.6 An IVY Unit is a cryptographic token backed by 1/1,000 of an ounce of gold (currently about $1.96 USD).
5.7 The cost of an annual user license is one IVY Unit, currently about $1.96 USD (that is a little more than sixteen cents per internal user per month). So if a federal agency with 10,100 employees (and millions of external users) licenses the platform, the annual license cost would be $19,600.
5.8 There is an organizational cap on the license cost: 100,000 IVY Units. If a major bank with 250,000 employees (and millions of external users) licenses the platform, the annual cost would be $196,000 (about the cost of one good software architect).
5.9 The license allows resellers to integrate The Application or portions thereof into customized solutions (with source code as long as the copyright and license notice is maintained). Resellers and/or service providers must act as agents and collect the license fees (the total amount will be split 50/50 between the reseller and The Company).
5.10 While this license allows organizations to run an authentication service for two party transactions, between a user and application provider, the license prohibits anyone except the Trust Nexus from running verification services for three party transactions, between a credential provider, a user and a third party relying on the credential. For example, a government issued health insurance credential issued to a user and presented to a health care provider would be verified by the Trust Nexus or its designated proxy. For example, a financial credential issued by a bank to a customer and presented to a merchant would be verified by the Trust Nexus or its designated proxy. The Trust Nexus will maintain the "Worldwide Distributed Ledger for Credential Providers"; this ledger will be made available to financial services companies under a proxy license.
5.11 The license prohibits anyone except the Trust Nexus or its designated proxy from running voting applications based on this technology.
6. Term and Termination.
6.1 Term. This License shall be effective in perpetuity.
6.2 Termination. Once granted it may never be revoked or modified if the licensee complies with the license and terms of payment. If You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You here under shall terminate automatically, without any notice or other action by The Company. Upon the termination of this License, You shall cease all use of the Application and uninstall the Application.
7. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE APPLICATION AND THIRD PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE APPLICATION OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION OR THIRD PARTY CONSENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM THE APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPANY HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE APPLICATION.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY\'S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.1 Source Code. THE SOURCE CODE IS AVAILABLE. STUDY IT AND USE IT AT YOUR OWN RISK.
9. Indemnification. You shall indemnify, defend and hold harmless the Company and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of the Application or Third Party Content and Services; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of the License.
10. Compatibility. Company does not warrant that the Application will be compatible or interoperable with Your Mobile Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Mobile Device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of your Mobile Device to diminish or fail completely, and may result in permanent the damage to Your Mobile Device, loss of the data located on Your Mobile Device, and corruption of the software and files located on Your Mobile Device. You acknowledge and agree that Company and its affiliates, partners, suppliers and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
11. Product Claims. You acknowledge that You (not Company) are responsible for addressing any third party claims relating to Your use or possession of the Application, and agree to notify Company of any third party claims relating to the Application of which You become aware. Furthermore, You hereby release Company from any liability resulting from Your use or possession of the Application, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
12. Miscellaneous.
12.1 Governing Law. This License shall be deemed to take place in the State of Texas and shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts of law principles. Any disputes arising from this License shall be adjudicated in the courts of Willaimson county, TX. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Company shall have the right to settle any legal claims prior to adjudication for a amount of fifty dollars ($50); anyone utilizing the application expressly agrees to that right.
12.2 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.
12.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not effect a party\'s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
12.4 Export Control. You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. You represent and warrant that You are not (x) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, or (y) listed on any U.S. U.S. Government list of prohibited or restricted parties including the Treasury Department\'s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person\'s List or Entity List. You also agree that You will not use the Application for any purposes prohibited by United States law.
12.5 Survival. All sections of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination.
12.7 Assignment. You shall not assign this License or any rights or obligations herein without the prior written consent of COMPANY and any attempted assignment in contravention of this provision shall be null and void and of no force or effect.
12.8 Entire Agreement. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Application licensed here under and supersedes all prior or contemporaneous understandings regarding such subject matter.