Blockdaemon Builder Vault Evaluation License

Updated: Jan 2024

This Evaluation License (the “License”) sets forth the terms and conditions applicable to Blockdaemon Ltd. (“we”, “us” and “our(s)”) services and software products (collectively and individually the “Product(s)”) being offered to holders of developer accounts (“you”, “your”, “yours”) via a ‘sandbox’ such as Builder-Vault Self-service, our proprietary Sandbox Marketplace offered in-app, or similar access points or platforms (each a “Sandbox Marketplace”) for the purpose of developing and testing the actively offered Product(s). To qualify for this License you must: (a) hold an account in good standing with the Sandbox Marketplace being used, (b) select an actively offered Product(s) and (c) in selecting “I Accept” or downloading the Product(s) or any documentation agree to be bound by this License upon completion of purchase. Unless defined elsewhere in this License, terms with initial capital letters have the meanings set forth within their respective context of this License.

By downloading and using the Product(s) within you agree to be bound to and by the terms and conditions contained herein. You further understand and accept that all of our Product(s) offered in a Sandbox Marketplace are intended exclusively for testing various aspects of the Product(s) before they are officially launched commercially and offered to the public at large. ALL PRODUCT(S) ARE OFFERED EXCLUSIVELY AS IS AND ARE OPERATED BY THE USER AT THE USER’S SOLE AND EXCLUSIVE RISK.

• 1. License Grant. Subject to your compliance with this License, we grant you a non-exclusive, non-transferable, non-sublicensable, limited license to use and test the Product(s), including certain software code portions and the documentation relating thereto or for the limited purposes of evaluating whether you wish to utilize the commercial version of the Product(s). The Product(s) shall not be used in any other manner or for any other purpose during the Term of this License or thereafter.

2 Restrictions. Without our prior written consent, you agree to not:

• 2.1. make any modifications to the Product(s);

• 2.2. adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Product(s), or any part thereof;

• 2.3. make the Product(s), or any part thereof, available to any third-party;

• 2.4. make any copies of, reproduce or transfer any portion of the Product(s), except for a single copy for purposes of backup, testing and archiving;

• 2.5. alter, remove or suppress in any manner any copyright, trademark or other notices displayed by the Product(s);

• 2.6. use the Product(s) to provide any services directly or indirectly, including, without limitation to any third-party or to function as an application service provider; or

• 2.7. license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Product(s), any of the outputs or results of the use of the Product(s), or any of the rights granted to you hereunder, to any other person.

• 3. Altering License Terms. We reserve the right to amend, alter, or otherwise change this License at any time without notice to you. We shall use reasonable efforts to communicate all changes to this License before or as the changes are published, once published you are responsible for becoming familiar with the then current license. The most recent and published version of this License shall supersede any previously published or contemporaneous drafts, however they may have been accessed or available, of this License.

4. Term & Termination. The full force and effect of the License will continue so long as the Product(s) are offered in the Sandbox or for thirty (30) days following your initial access-and-use date of the Product(s), whichever is shorter (the “Term”). Upon this License’s expiration, determined by the availability of the Product(s) in the Sandbox, you shall immediately cease your use of the Product(s) and, if applicable, remove it from any and all environments or interfaces that you control, manage, supervise, own or otherwise have proper authority over ( “Your Environment(s)”).

• 5. Confidentiality. Each party may during the term of the this License, have access to or be entrusted with, technical, proprietary, sales, legal, financial and other data and information with respect to the affairs and business of the other party or a third-party, including information received by the party from any third-party subject to obligations of confidentiality towards said third-party, all of which data and information shall be deemed as confidential information (“Confidential Information”).

• 5.1. Confidential Information shall not include information which: (1) is or becomes available in the public domain or is generally known in the industry through no fault on the part of receiving party; (2) is or becomes available to the receiving party on a non-confidential basis from a third-party source that, to the receiving party’s knowledge is not prohibited from disclosing such information; (3) was known by or in possession of the receiving party on a non-confidential basis before such disclosure by the disclosing party; or (4) was or is independently developed by the receiving party without use of or reference to any of the disclosing party’s Confidential Information.

• 6. Open Source Software. Our Product(s) may contain or be provided with Open Source Software that is then identified within the Product(s) as Open Source. This License is only intended to apply to the Open Source Software contained within our Product(s): (1) to the extent not prohibited by the license to which the Open Source Software is subject, including without limitation, warranties and indemnification, (2) and except to the extent required by the license to which the Open Source Software is subject, in which case the terms of such license will apply in lieu of the terms of this License with respect to such Open Source Software.

• 7. Intellectual Property. The Intellectual Property (“IP”) rights of this License are as follows:

• 7.1. Our Rights. Except for the licenses expressly granted in this License, we shall remain the sole and exclusive owner of all right, title and interest in and to, all pre-existing IP owned by us prior to the date you downloaded the Product(s).

• 7.2. Your Rights. You shall retain all right, title and interest in and to any IP you create, derive, or otherwise generate within our Product(s) and grant us a non-exclusive royalty-free license to use such information only as needed to provide you the ordered service. During the Term, we may elect to seek feedback, comments, and suggestions ("Feedback") from you along with any aggregated details derived from you or your Authorized User’s use of our Product(s) (“Service Performance Data”). In using our Product(s) and/or responding to requests for Feedback you acknowledge and agree that we will own any and all Service Performance Data and have a royalty-free license over anonymized Feedback and are free to use, reproduce, disclose, and otherwise exploit any and all such Feedback in perpetuity without compensation or attribution to you.

• 8. Publicity. By using our Product(s) for any professional or business purposes you grant us the non-exclusive, royalty-free right to use and display your company name and/or logo as part of our marketing materials and identification of customers.

• 9. No Disparagement or Misappropriation. At no time during the Term, as defined in Section 4 of this License, and for a period of two (2) years after the termination of the Agreement, neither party will make nor permit others under their respective authority, supervision or other control or influence to make (1) any statements or take any other actions to otherwise disparage, defame, sully, or compromise the other’s goodwill, name, brand or reputations or those of our affiliates.

• 10. Representations and Warranties. SANDBOX PRODUCTS ARE PROVIDED BY US UNDER THIS LICENSE "AS IS". EXCEPT WHERE EXPRESSLY SET FORTH OTHERWISE IN THIS SECTION 10 OF THE LICENSE WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCT(S) PROVIDED HEREUNDER.

11. Privacy, Data Protection, and Information Security.

• 11.1. Privacy and Data Protection. Each party is responsible for maintaining compliance with their respective and applicable data protection rule(s), regulation(s), directive(s), law(s) or other similar applicable guidance(s) for the Term of this License.

• 11.2. Information Security. You are solely responsible for the information security of any information that resides in Your Environment(s) and that of any third parties employed by you who access and use the Product(s) on your behalf.

• 11.3. Data Back-up and Preservation. You are expressly and solely responsible for creating, maintaining, securing or similar action related to any and all backups, copies, documents, and other similar critical data you provided to the Sandbox Product(s).

• 12. Indemnity. Each party shall defend, indemnify, and hold harmless the other party from and against all claims, losses, liabilities (including settlement and judgements), and expenses (including attorney’s fees, expenses and court costs) that one party may suffer from any claim of infringement or alleged infringement arising from or relating to its usage of the other party’s pre-existing IP under this License (“Infringement Claim”).

• 13. Limitations of Liability.

• 13.1. Consequential Damages. Except where breaches arise out of a party’s gross negligence, willful misconduct or fraud neither party will be liable for indirect, incidental, special, consequential or punitive damages of any nature whether in contract, tort or otherwise.

• 13.2. Limitation of Liability. EXCEPT WITH RESPECT TO BREACHES ARISING OUT OF OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OUR AGGREGATE LIABILITY WILL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000 USD).

• 14. Miscellaneous.

• 14.1. Governing Law. This License will be governed by the laws of the Republic of Ireland.

• 14.2. Entire License. This License constitutes the entire agreement between the parties hereto.

• 14.3. Additional Terms. No shrink-wrap, click-wrap, click-acceptance, or other terms and conditions not expressed in this License will be binding on the parties.

• 14.4. Assignment. This License and the obligations contemplated are personal to the parties.

• 14.5. Settlement of Dispute. The parties will attempt to resolve any dispute arising out of this License in good faith.

• 14.6. Expenses. Each party is solely responsible for their own costs and expenses.

• 14.7. Force Majeure. Neither party shall be deemed to be in breach of this License for reasons beyond its control.

• 14.8. Notices. Any notice sent to us under this License shall be in writing.

• 14.9. Relationship of Parties. Nothing in this License is intended to create a partnership, joint venture, or agency.

• 14.10. Third-Parties. Nothing in this License is intended to confer any right or benefit on any third-party.

• 14.11. Severability. If any portion of this License is stricken as invalid, the remaining portions will remain in full force and effect.