CORDA UAT NETWORK AGREEMENT
Agreement (this “Agreement”) is between R3 LLC, a Delaware limited liability
company and its affiliates (collectively, “R3”, “we”, “us”,
or “our”), and you (“you”), and sets forth the terms and
conditions that govern your rights to use Corda UAT Network (“UAT Network”),
establish a node thereon and interact with nodes operated by other participants
on the UAT Network (“Participants”), use the UAT Services, and, to the
extent applicable, the UAT as defined in Section 1 below, and use any
associated documentation therefor provided to you by R3 (collectively, the “Services”).
This Agreement shall run concurrently with any commercial agreement you enter
into with R3 for your use of the Services. This is a legal agreement between
you and us, so please read it carefully.
License to Use; Restrictions.
The UAT Services are intended for testing of functionally complete and tested CorDapps in realistic network settings to simulate the real-world business environment, including the production settings of network parameters, Corda network services and supported Corda versions. The UAT
Services are not intended for use in any live production environments or with any commercial applications. The “Corda Network” means the set of
infrastructure, services, standards, policies, agreements and governance
mechanisms which enable users of Corda to enter into commercial transactions utilizing
various applications. For the avoidance of doubt, UAT Network
is a discrete environment (and a discrete set of services) from the Corda
The UAT Services consist of the following:
You will install a node, running the Corda Software, either on-premises or in a
cloud environment. To join the node to the UAT Environment, the node will
communicate a Certificate Signing Request (CSR) to the UAT Doorman service
which, upon verification of the identifying details submitted in the CSR, will
issue a Participation Certificate to your node which will enable it to operate
Network Map Service: a service provided by R3 that accepts digitally signed documents
describing network routing and identifying information from Participants and makes
this information available to you and other Participants.
Notary Service: a
technical service that will digitally sign a transaction presented to it by
Participants prior to it being recorded on Participants’ ledgers provided no
transaction referring to any of the same inputs has been previously signed by the
R3 Notary Service and the transaction timestamp is within bounds.
R3 reserves the
right to make substantial changes to the Services, including the UAT Services,
at any time.
The UAT Network shall
operate in accordance with the terms set forth in the User
Acceptance Test Environment Service Level Agreement, which you may access via
the Services and which may be updated from time to time. For the avoidance of
doubt, the UAT Network is a discrete environment (and a
discrete set of services) from TestNet and the Corda Network.
License. R3 hereby grants you a limited, revocable, non-exclusive,
non-transferable, and non-sublicensable right to access and use the Services
solely for your own internal use during the period commencing on the date you
accept this Agreement (the “Effective Date”) and continuing until
terminated by R3 (the “Term).
General. You will
not: (i) copy distribute, license, rent or otherwise transfer or use the
Services for any purpose or in any manner other than that as expressly set
forth in Section 1.2; (ii) use any confidential or
proprietary information of R3 or any Participants except as authorized by the
owners of such information; (iii) use the Services in any way intended or
calculated to damage or interfere with the functioning of any other nodes or
Participants; (iv) attempt to gain unauthorized access to the Services, any
other Participant’s nodes, or any other systems or networks, or (v) use the
Services for the execution of any transactions or otherwise enter into any
binding agreement using the Services.
The Services may not be used with data that (i) requires a license or other
permission for use in connection with the Services unless you have all
necessary rights to make such data available for use in connection with the
Services, (ii) is the master or only copy of real commercial data pertaining to
you, your customers, or any third parties, or (iii) is otherwise subject to
restrictions on distribution or transferability under any applicable laws and
regulations (“Prohibited Data”). You will not introduce into the
Services or share with any Participant through the Services any Prohibited Data
and will cooperate with any audit or review of information provided to ensure
that the data provided does not include Prohibited Data. You acknowledge that
any data made available through the Services or provided by any other
Participant through the Services is intended to be used for development,
testing and demonstration purposes. R3 makes no representations or warranties
as to the accuracy or usefulness of any such data, and your use of such data is
at your sole discretion and risk.
Participation Certificate. Use of the Service requires a certificate issued by R3 which
authenticates your node as one that is authorized to use the Service and
participate in the network (“Participation Certificate”).
Your Participation Certificate is non-transferable, may not be duplicated and may not
be shared with any other party. You are responsible for any activity that occurs under your Participation Certificate.
Software and Equipment.
You are solely responsible, at your own expense,
for acquiring, installing, maintaining and securing all hardware, software and
other equipment necessary to connect to and use the Services, except as
otherwise provided by R3. Access to and use of the Services requires you to
download and install the current Corda software. Your use of any software or
other materials and content to access the Services, including but not limited
to the Corda software, is subject to the applicable license terms that
accompany such software, materials, and content. Such license terms, and not
this Agreement, will govern your use of such software, materials, and content.
You will maintain, patch and update the Corda
software as specified by R3. You acknowledge that failure to use the most
current versions of the Corda software may impact your ability to access or use
the Services. You will maintain, patch and update all security software and
systems for your nodes on a regular basis in accordance with industry
You will configure your systems, including firewalls
and security systems, in accordance with the standards and specifications set
forth by R3 for the System, including accepting inbound connections from any
IPv4 address with a valid Participation Certificate.
Temporary Suspensions. R3 may temporarily suspend your or any of your users’ access to
any portion or all of the Services at any time if R3 determines that: (a) there
is a threat or attack (including a denial of service attack) on, or a security
risk to, the Services or R3’s or its third party’s hosting network or
infrastructure (“R3 Network”) or other event that may create a risk to
the Services or Participants; (b) you or any of your users are using the
Services for fraudulent or illegal activities or in violation of this Agreement;
or (c) subject to applicable law, you have ceased to continue business in the
ordinary course, made an assignment for the benefit of creditors or similar
disposition of your assets, or become the subject of any bankruptcy,
reorganization, liquidation, dissolution or similar proceeding. R3 will have
no liability for any damage, liabilities, losses (including any loss of data or
profits) or any other consequences that you or any of your users may incur or
experience as a result of any service suspension.
Changes to Services. R3 may revise or release subsequent versions of the Services at
any time and will notify you through such method as R3 may specify from time to
time. R3 may require you to
use the most recent version of the Services. Your continued use of the Services after such release will be
deemed your acceptance of the modifications.
Data Protection. Both
parties acknowledge and agree that they will comply with all the provisions of
the EEA Data Protection Addendum attached hereto as Exhibit A.
or its licensors own the Services and all associated patent, copyright, trade
secrets and other proprietary and intellectual property rights in and to the Services.
No title to or ownership of the Services or any associated proprietary or
intellectual property rights are transferred or licensed to you under or by
virtue of this Agreement.
Evaluation and Feedback.
You may provide R3 with data, information and
feedback regarding the performance, features and functionality, as well as your
evaluation, of the Services (collectively, “Feedback”). You hereby
assign to R3, automatically upon the creation thereof without further
consideration, all right, title and interest you may have in and to the
Feedback and any improvements and modifications to the Services conceived or
made as a result of such Feedback, including all proprietary and intellectual
property rights in the foregoing. R3 may use and commercially exploit all such
Feedback, improvements and modifications for any purpose, without any
accounting or obligation to you.
You understand and agree that: R3 may monitor
your use of the Services and collect and use data
relating to such use for purposes of: (i) providing the Services, (ii) ensuring
compliance with this Agreement, and (iii) planning, development and
improvements with respect to the Services.
party may terminate this Agreement at any time, with or without cause, by
providing written notice of termination to the other party. Such written notice
shall be given via email and addressed to: UatOperations@r3.com and firstname.lastname@example.org. Upon
such termination, you must promptly cease using the Services and all information
related to the Services. Section 1.3, and Sections 2 through 9 will survive the termination of this
Your Representations and Warranties. You represent, warrant and covenant that: (a) you will not
provide, transmit, distribute, disclose or otherwise provide to R3 or
distribute through the Service, or otherwise use, any data or information in
connection with the Services (“Data”) that is Prohibited Data or is unlawful
or tortious, or for which you do not own or have not procured sufficient
license, right, consent and permission to copy, reproduce, store, broadcast or
otherwise use; (b) your use of the Services will not violate any laws,
regulations, rules, orders, licenses, permits and other governmental
requirements (including privacy laws) or any obligations or restrictions
imposed by third parties; (c) the Data, including R3’s use thereof in
connection with this Agreement, does not and will not infringe, misappropriate
or otherwise violate any intellectual property or other proprietary rights of
any third party; and (d) you will be deemed the party publishing the Data to
the UAT ledger and have full and sole responsibility for such publication.
Joint Representations and Warranties. Each party
undertakes not to take any action that is in any way intended or calculated to
damage or interfere with the functioning of the other party’s node
or other IT systems, including through the introduction of any Virus. For
purposes of this Section 5.2, “Virus” shall mean any software intended to damage or
interfere with the intended operation of IT systems or software (including by
rearranging, altering or erasing a software program or data in whole or part or
otherwise), or any device, method or token that permits the circumvention of
any part of information technology security, including any 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. Each party undertakes to operate
its respective node and services (including the Services) within a secure
environment. In furtherance of the foregoing, each party shall use commercially
reasonable efforts to ensure that such nodes and services (including the
Services) remain secure from malicious attacks, and security incidents are
promptly reported to the other party and appropriately managed.You undertake to comply with R3’s reasonable
security policies as made available by R3 from time to time.
acknowledge and agree that the Services are provided “as is”, without warranty
of any kind. To the maximum extent permitted by applicable law, R3 hereby
disclaims all warranties, obligations and liabilities of R3, its licensors, and
other Participants, whether express, implied or statutory, arising by law or
otherwise, with respect to any error, defect, deficiency, unavailability, or
nonconformity in the Services, your use of the Services, or otherwise related
in any way, directly or indirectly, to the Services, including but not limited
to any implied warranty of merchantability or fitness for a particular purpose,
implied warranty arising from course of performance, course of dealing or usage
of trade, any obligation, liability, right, remedy or claim in tort (including
negligence, whether active, passive or imputed), product liability, strict
liability or other theory, and claim of infringement. R3 and its licensors do
not warrant that the Services will meet your needs or will be provided
error-free, uninterrupted, secure, or virus-free.
understand that the Services operate on a distributed network and R3 disclaims
any responsibilities with respect to your disclosure of data to, access of data
from, or the functioning of nodes on the distributed network. You acknowledge
that R3 does not control the transfer of data over communications facilities,
including the Internet, and that the Services may be subject to limitations,
delays, and other problems inherent in the use of such communications facilities.
You acknowledge that the entire risk arising out of the use or performance of
the Services remains with you, to the maximum extent permitted by law.
Further Disclaimers. Without limiting the generality of Section 5.3, neither R3
nor its licensors will have any responsibilities or liability with respect to
the Services. Without limiting the foregoing:
The Services could be impacted by one or more
regulatory inquiries or actions, which could prevent or limit the ability (i)
of R3 to continue to develop or provide the Services, (ii) certain Participants
to continue to use the Services, or (iii) for you and your users to use the
R3 has no obligation to update the Services or
its underlying platforms and networks to address, mitigate, or remediate any
security or other vulnerabilities in the Services, or such platforms or
R3 is not responsible or liable for the actions
or omissions of any Participant, whether such actions or omissions
interoperate, communicate or otherwise involve or implicate your node or
presence on such network or the Services. R3 hereby disclaims all warranties, obligations and liabilities
relating to your interaction with other nodes on the Service and other Participants,
including any data shared with other Participants.
Limitation of Liability.
no event will R3 or any of its licensors or other users be liable, whether in
contract, warranty, tort (including negligence, whether active, passive or
imputed), product liability, strict liability or other theory, for any direct,
indirect, incidental, special or consequential damages, including any loss of
profits or data, business interruption or other pecuniary loss, or damage, loss
or other compromise of data arising out of this Agreement, including but not
limited to the use or inability to use the Services, even if R3 or its
licensors or other users have been advised of the possibility of such damages.
Further, R3 will not be liable for any delay or failure to perform its
obligations under this Agreement as a result of any causes or conditions beyond
R3’s reasonable control. The foregoing limitations, exclusions and disclaimers
shall apply to the maximum extent permitted by applicable law, even if any
remedy fails of its essential purpose.
the maximum extent permitted by law, you will defend, indemnify and hold
harmless R3 and the other Participants and their respective affiliates, directors,
officers, employees and agents from and against any and all third party claims,
actions, suits, investigations, or proceedings, as well as any and all losses,
liabilities, damages, costs, and expenses (including reasonable attorneys’ fees)
arising out of, accruing from, or in any way related to your breach of the
terms of this Agreement or any Data or other items you furnish or otherwise make
available through the Services.
Governing Law; Dispute Resolution
Governing Law. This Agreement is governed by the laws of
the State of New York without reference to its choice of law principles. The
provisions of the 1980 U.N. Convention on Contracts for the International Sale
of Goods shall not apply.
claim, dispute, or controversy (“Claim”) arising out of or relating to
this Agreement or the relationships among the parties hereto shall be resolved through
binding arbitration before one arbitrator administered by the International
Centre for Dispute Resolution (ICDR) of the American Arbitration Association
(AAA) in accordance with its International Arbitration Rules in effect at the
time the Claim is filed (“Rules”). The place of Arbitration will be New
York City, New York and the arbitration will be conducted in English. The arbitrator’s decision shall be final,
binding, and non-appealable. Judgment upon the award may be entered and
enforced in any court having jurisdiction. This clause is made pursuant to a
transaction involving interstate commerce and shall be governed by the Federal
Arbitration Act. Neither party shall sue the other party other than as provided
herein or for enforcement of this clause or of the arbitrator’s award. The
arbitrator, and not any federal, state, or local court, shall have exclusive
authority to resolve any dispute relating to the interpretation, applicability,
unconscionability, arbitrability, enforceability, or formation of this
Agreement including any claim that all or any part of the Agreement is void or
Governing Language. This
Agreement has been prepared and executed by the parties in English. In the
event any translation of this Agreement is prepared for convenience or any
other purpose, the provisions of the English version shall prevail.
Agreement constitutes the entire agreement between R3 and you regarding your use
and evaluation of the Services. Statements or representations made by
employees, distributors, resellers or any other third party do not constitute
warranties by R3, do not bind R3 and should not be relied upon by you. R3 may modify this Agreement from time to time upon written notice
to you by email at the address associated with your account or by providing
notice through our Services and posting the amended Agreement in a manner
accessible through the Services. Unless otherwise stated in the notice, the
amended Agreement will be effective immediately and your continued access to
and use of the Services after we provide notice will confirm your acceptance of
the changes. If you do not agree to the amended Agreement, you must stop
accessing and using our Services.
If you have any questions
concerning this Agreement, please contact us at: email@example.com.