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End User License Agreement

This End User License Agreement (the “Agreement”) applies to your use of Openware's proprietary software known as OpenDAX (the “Software”).

This Agreement is a legal document detailing your rights and obligations related to using the Software.

By downloading, installing or using the Software, you are agreeing to be bound by the terms of this Agreement, and this Agreement will be effective upon the first of those events to occur. If you do not or cannot agree to the terms of this Agreement, do not use the Software. In this Agreement “you”, “your” or “yourself” mean you as an individual or the legal entity exercising rights under this Agreement through you. “Openware”, “we” or “us” we are referring to the Openware Inc.

PLEASE READ THIS AGREEMENT CAREFULLY. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO CONTRACTUAL TERMS THAT WILL LIMIT SOME OF YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTY, AN EXCLUSION OF CERTAIN KINDS OF DAMAGES, AND A LIMITATION OF LIABILITY.

  1. GRANT OF LICENSE
    1. Openware grants you a free, non-exclusive, non-transferable, limited license under Openware copyrights to the Software for developing and launching a crypto-assets trading solution based on Openware’s Software (the “Trading Platform”) and, after the successful launch of the Trading Platform, for operating the Trading Platform in connection with a worldwide cross-chain network developed by Openware to exchange trading quotes and liquidity between cryptocurrency exchange platforms and institutions (the “Yellow Network”).
    2. You can use the Software to develop the Trading Platform and use the Trading Platform with the connection to the Yellow Network.
    3. You may develop and launch the Trading Platform by your development team or you may be referred to Openware’s partner (the “Partner”) that has the experience, knowledge, and personnel to develop and maintain the functioning of crypto-assets exchange solutions based on Openware’s Software with any level of customization and/or with any new functionalities, features, procedures, routines that are not available in the original version of the Software.
    4. You agree that the development and the launch of the Trading Platform shall be conducted in accordance with the following schedule
      1. You shall deploy the Software in accordance with the recommended deployment methods within five (5) working days after accepting this Agreement
      2. You shall clone the user interface kit at https://www.figma.com/@openware and create a project of the customized user interface for Trading Platform.
      3. You shall provide Openware with the product backlog detailed in stories and the requirements of the minimum viable product of the Trading Platform (the “Trading Platform MVP”) for Openware’s acceptance.
      4. You must have submitted their Know Your Customer (the “KYC”) form, the user interface and design of the Trading Platform for Figma, and project briefing of the Trading Platform within fourteen (14) working days after the first use of the Software. You may have to hire a KYC provider and a compatible custodian supplier. Openware may provide consultations to the Partner to guide in the execution of the development.
      5. You must reach Trading Platform MVP stage ready for deployment in Yellow Network within 3 months after accepting this Agreement.
    5. During the process of the Trading Platform development You shall provide Openware with the information about the development process and terms upon Openware’s request.
    6. Violation of the deadline of any scheduled actions mentioned in the Agreement may result in termination of the Agreement at Openware’s sole discretion, withdrawal of the license for Software and right to use Software.
    7. Before the launch of the Trading Platform it shall be tested by Openware. After passing Openware’s testing, the Trading Platform can be accepted by Openware to launch and connect to the Yellow Network. Openware has the right to decline Trading Platform connection to the Yellow Network at Openware’s sole discretion.
    8. After the launch of the Trading Platform is accepted by Openware, You will have the right to use the Trading Platform. You may, but is not obliged to start the procedure of connecting the Trading Platform to the Yellow Network. Any additional costs of the Yellow Network operating shall be borne by You.
    9. You shall not directly or indirectly (a) sell, rent out, lease, license, distribute, market, exploit the Software or any of its parts commercially, (b) reverse engineer, decompile, disassemble, adapt, reproduce, or create derivative works of this Software (except the Trading Platform mentioned in this Agreement), in whole or in part; (c) remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within this Software and (d) export or re-export this Software or any copy of adaptation in violation of any applicable laws or regulations.
    10. While using the Software you agree to comply with all applicable laws, rules and regulations of the appropriate jurisdictions.
    11. By using the Software you agree that Openware may collect and use any data where the identity has been removed or this data is no capable of identifying an individual (“Anonymous Data”). Anonymous Data may include but not limited to technical information, information about trading volumes and activities, information about crypto-assets deposits and withdrawals etc.
  2. DISCLAIMER OF WARRANTIES
    1. With the exception of any express warranties offered by Openware under this Agreement all other warranties, including, without limitation, the warranties of fitness for a particular purpose, quiet enjoyment, accuracy, non-infringement, title, merchantability, and those that may arise from any course of dealing or performance, are hereby disclaimed. To the fullest extent permissible under applicable law, in no event will Openware be liable for loss or damage suffered in connection with the use of the Software. This includes without limitation (a) all losses of any kind, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent) or otherwise, (b) direct loss; (c) accidental loss, (d) incidental loss, (e) consequential loss, and (f) indirect loss.
    2. Openware does not warrant that the Software will be uninterrupted, error-free and have no defects. Openware encourages you to report any error or defect, but Openware will fix them at its sole discretion and Openware does not warrant that any of such errors or defects will be fixed.
  3. OWNERSHIP PUBLICITY AND INTELLECTUAL PROPERTY RIGHTS
    1. As between the parties, subject to any license expressly granted by Openware under this Agreement, Openware will retain all rights, title, and interest in and to Openware marks, Openware confidential information, Openware promotional information and Software, including all modifications to or derivative works of the foregoing and all intellectual property and proprietary rights incorporated into or related to the foregoing. All rights not expressly licensed by Openware under this Agreement are reserved.
    2. You will not directly or indirectly obtain or attempt to obtain at any time any rights, title, or interest by registration or otherwise in or to Openware’s marks. You acknowledge that the goodwill associated with Openware’s marks belongs exclusively to Openware and, upon request. You will not take any action inconsistent with the terms and conditions of this Agreement.
    3. To the extent that you obtain any ownership interest in or to any derivative work or modification to Software and promotional information, you hereby assign to Openware all rights, title, and interest in and to such derivative works and/or modifications.
    4. You hereby grant Openware a license to include Your trademarks and service marks on that portion of Openware’s and Yellow Network website that references its partners. Openware is under no obligation to include or maintain the display of any such marks.
    5. Openware may issue press releases from time to time pertaining to the relationship created by the parties hereunder and/or a particular end-user. All content pertaining to such press releases is subject to Your review and approval, not to be unreasonably withheld.
    6. Openware may use any of collected Anonymous Data for any purposes and use of such Anonymous Data does not require Your agreement or acceptance.
  4. INDEMNITY
    1. You are solely responsible for any damage caused to Openware, its licensors, partners and associated service providers and subcontractors, other users of the Software or any other individual or legal entity as a result of Your violation of this Agreement.
    2. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED OPENWARE AND ITS AFFILIATES, THEIR LICENSORS, PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (a) A VIOLATION OF ANY PROVISION OF THIS AGREEMENT OR (b) YOUR USE OR MISUSE OF THE SOFTWARE. Openware reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify Openware. The provisions of this Section 4 shall remain in force after termination of this Agreement.
  5. TERMINATION
    1. The Agreement is effective from the earlier of the date You download, install or use the Software, until terminated according to its terms.
    2. You may terminate this Agreement, at any time, for any reason. Upon termination for any reason, You must immediately uninstall the Software, destroy all copies of the Software in Your possession and stop using the Trading Platform.
    3. Openware may terminate this Agreement, at any time, if You fail to comply with any of the terms and conditions of this Agreement. Termination by Openware will be effective upon (a) notice to You or (b) termination of Your access to the Software. Upon termination the Agreement, You must immediately uninstall the Software, destroy all copies of the Software in Your possession and stop using the Trading Platform.
  6. CHANGES TO THIS AGREEMENT OR TO THE SOFTWARE
    1. Openware reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this Agreement for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You can review the most current version of this Agreement by clicking on the link located on the Software or on Openware’s website. You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with Section 5. Your continued use of the Product following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.
    2. Openware may modify the Software for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Software. You agree that Openware may stop to support previous versions of the Software upon availability of an updated version.
  7. NON-COMPETITION
    1. You shall not (a) provide for any third party the same services that were provided by Openware or conduct activities competitive towards Openware and\or the Software neither under a contract of employment or services contract or project contract or on any other legal basis, nor through participation in legal entities, for any entity conducting activities competitive towards Openware and the Software; (b) sell, attempt to sell, or directly or indirectly assist in the effort of any third party who sells or attempts to sell, any software, products or services that are competitive with the Software or other products or services offered by Openware.
  8. GOVERNING LAW
    1. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.