These Contribution and Use License Terms (the "Terms") apply to your Contribution (as defined below) to, and use of, the Work (as defined below). These Terms do not alter the terms of any other agreement you may have with Sakor (as defined below) for the Contribution to, or use, or both, of the Work (the "Agreement"). To the extent there is a conflict between any Agreement and these Terms, the terms of the relevant Agreement shall govern. The Terms are entered into between you and Sakor.
You must be 18 (eighteen) years or older to make the Contribution. If you are under 18 (eighteen) years of age, you are not permitted to make the Contribution. If you are making the Contribution on behalf of the other person, you shall make the other agreement with Sakor, satisfactory to Sakor.
By making the Contribution to, or by using, or both, the Work, you agree that you have read, understood, and accepted all the terms and conditions stipulated in these Terms and you agree to be legally bound by these Terms. If you do not agree to these Terms, please, do not make the Contribution and do not use the Work. You hereby acknowledge and agree that Sakor may require you to sign or otherwise indicate your agreement with these Terms before your Contribution is accepted or considered, and such your signing or otherwise indication shall be the condition for acceptance of your Contribution.
1.1 In addition to the terms defined elsewhere in these Terms, for all purposes of these Terms, the following terms have the meanings set forth in this Section 1.1:
(1) "Contribution" means information, Trademarks, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content submitted by the Contributor from time to time to Sakor as the contribution to the Work;
(2) "IP Rights" means all vested, contingent and future intellectual property rights, including worldwide statutory and common law rights, relating to, or owned by the relevant person anywhere in the world in IP, and all its variations, modifications or enhancements together with any application or right to apply for registration, renewal, extension or protection of those rights;
(3) "IP" means: any or all of the following anywhere in the world: (i) all patents; (ii) all inventions (whether patentable or not), ideas, processes, invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, improvements, discoveries, technical data, customer lists, proprietary processes and formulae, all source and object code, algorithms, architectures, structures, display screens, layouts, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda and records; (iii) all copyrights, copyrightable material including derivative works, revisions, transformations and adaptations, material that is subject to non-copyright disclosure protections, and all other works of authorship and designs (whether or not copyrightable); (iv) all Trademarks; (v) domain names; (vi) web sites and related content, and (vii) all manuals, documentation and materials relating to the above;
(4) "Sakor" means SAKOR Limited, a legal entity incorporated under the laws of Gibraltar, having its registered address at 57/63 Line Wall Road, Gibraltar GX11 1AA with incorporation number: 117070;
(5) "Trademarks" means: (i) the trademarks, trade names and service marks used by the relevant person, whether registered or unregistered; (ii) the respective stylistic marks and distinctive logotypes for such trademarks, trade names and service marks, and (iii) such other marks and logotypes as the relevant person may designate from time to time in writing;
(6) "Contributor" means the User, who makes the Contribution;
(7) "Non-Commercial Private Use" means use of the Work by the User solely and exclusively for the purposes of testing, education and research, solely and exclusively on the Platform, and not for any purposes connected with any trade, business or other activity, which is commercial in nature;
(8) "Commercial Use" means any use of the Work, other than Non-Commercial Private Use;
(9) "User" ("you" or "your") means you as the user of the Work, or both; and
(10) "Work" means the draft of the textbook with the name "Blockchain and decentralized systems", available at: https://gitlab.com/oleksandr.kurbatov/blockchain-and-decentralized-systems-book (the "Platform").
2.1 The Work may contain materials, including information, Trademarks, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content, which owned, operated, licensed, or controlled by Sakor and which is protected by copyright, trademark, trade secret, or other proprietary rights (collectively, the "Sakor Content"). Sakor or its relevant suppliers, or licensors, retain all IP Rights in such Sakor Content.
2.2 Sakor grants you a limited, revocable, personal, non-transferable, non-sublicensable, royalty-free and non-exclusive right to view the Sakor Content solely for your: (i) Contribution drafting and implementation, and (i) use of the Work solely and exclusively for the purposes of Non-Commercial Private Use.
2.3 The User hereby acknowledges and agrees that any Commercial Use of the Work is strictly prohibited without the prior written consent of Sakor. You may obtain the consent on Commercial Use of the Work by sending the relevant request to [email protected].
2.4 The User hereby acknowledges and agrees that any Contribution, or any part thereof, may be implemented in the Work only by Sakor and only upon its approval by Sakor at its sole and absolute discretion.
2.5 The User, except to the extent expressly permitted under these Terms:
(1) shall not improve, alter, change, modify, duplicate, create derivative works from or translate all or any part of the Work or any related materials, except for in the course of the Contribution drafting and implementation;
(2) shall not commercially license, sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or perform any other Commercial Use of the Work, or otherwise make all or any part of the Work, any IP, which contains the Work, or any part of the Work, or any related materials, available to any person for commercial purposes;
(3) shall not attempt to obtain, or assist any person except the other Users in obtaining, access to all or any part of the Work or any related materials, or both, other than as provided under these Terms;
(4) shall notify Sakor as soon as it becomes aware of any unauthorised use of the Work by any person.
(5) shall clearly indicate in all or any part of the Work, any IP, which contains the Work, or any part of the Work, or any related materials, used by the User hereunder: (i) link to the Work on the Platform; (ii) that IP Rights to the Work and all related materials to the Work are owned solely by Sakor, and (iii) that the Work may be used only in compliance with these Terms; and
(6) shall notify Sakor as soon as it becomes aware of any unauthorised use of the Work by any person.
2.6 The Contributor hereby grants to Sakor, and agrees to grant to Sakor, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and royalty-free right and license to use, copy, record, distribute, reproduce, disclose, modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and sell, re-sell or sublicense (through multiple levels), and otherwise exploit in any manner whatsoever, all or any portion of its Contribution (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. The Contributor agree that the license includes the right to copy, analyse and use the relevant Contribution as Sakor may deem necessary or desirable.
2.7 The Contributor retains any and all IP Rights the Contributor already holds under applicable law in the relevant Contribution, subject to the rights, licences, and other terms of the Terms.
2.8 Because the law may or may not recognize certain IP Rights in any particular Contribution, the Contributor should consult a lawyer if it wants legal advice regarding its legal rights in a specific situation. The Contributor acknowledges and agrees that it is responsible for knowing, protecting, and enforcing any IP Rights it holds, and that Sakor cannot do so on its behalf.
2.9 Sakor shall not be obliged to monitor or enforce the Contributor’s IP Rights to the Contribution, but the Contributor grants us the right to protect and enforce our rights to the relevant Contribution, including by bringing and controlling actions in its name and on its behalf (at Sakor's cost and expense, to which the Contributor hereby consent and irrevocably appoint Sakor as its attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
2.10 Except as prohibited by any applicable law, the Contributor hereby waives, and agrees to waive, any moral rights (including attribution and integrity) that the Contributor may have in any Contribution, even if it is altered or changed in a manner not agreeable to the relevant Contributor. To the extent not waivable, the Contributor irrevocably agrees not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. The Contributor understands that it will not receive any fees, sums, consideration or remuneration for any of the rights granted in this section.
2.11 You acknowledge and agree that the Sakor Content fallen into Sakor's IP or its relevant suppliers or licensors, and IP Rights to it and to all related materials to it is owned by Sakor or its relevant suppliers or licensors.
2.12 You shall use Sakor's IP: (i) only in strict accordance with specifications and directions supplied by or on behalf of Sakor from time to time; (ii) only in connection with your Contribution to, or use of, or both, the Work, and (iii) only in the form and style approved by Sakor.
2.13 You shall not include all or any portion of Sakor's IP in your IP or in the IP of any other person, or both.
2.14 You shall not use Sakor's IP in a manner likely to cause confusion with, dilute or damage the goodwill, reputation or image of Sakor.
2.15 You shall not register, attempt to register or lay common law claim to any Sakor Content, Sakor's IP, or any IP, confusingly similar to Sakor Content or Sakor's IP, or both.
2.16 No transfer, grant or license of IP Rights to Sakor’s IP or Sakor Content, or both, is made or is to be implied by the Terms except as may be expressly stated otherwise herein.
3.1 You hereby represent and warrant to Sakor that:
(1) you own or have all necessary IP Rights, licences, consents, and permissions to use and authorise Sakor to use the Contribution in the manner contemplated by the Terms;
(2) you have all requisite power and authority to carry out and perform all your obligations under these Terms. All action on your part required for the lawful performance of all your obligations under these Terms have been or will be effectively taken. These Terms constitutes a legal, valid and binding obligation of you enforceable against you in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws of general application relating to or affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
(3) the execution, delivery and performance of these Terms will not result in: (i) any violation of, be in conflict with or constitute a material default under, with or without the passage of time or the giving of notice of: (a) any agreement, obligation, duty or commitment to which you are a party or by which you are bound; (b) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders and decrees of any governmental authority, including amendments thereto (collectively, the "Laws"), or (ii) the creation of any lien, charge or encumbrance upon any your assets;
(4) the performance under these Terms require no approval or other action from any governmental authority or person or entity other than Sakor, except for such consents, approvals, authorizations, orders, filings, registrations or qualifications as have already been obtained or made and are still in full force and effect;
(5) neither you, nor any person for whom you are acting as agent or nominee in connection with the Contribution to, or using, or both, the Work, has been or is: (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury's Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority (collectively, the "Sanctions"), (ii) resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which Sakor is prohibited from dealing with under applicable Laws; and
(6) you have complied and will continue to comply with applicable law and regulation.
4.1 Except as expressly provided by these Terms and applicable Laws, Sakor shall not be responsible or liable for any losses resulting directly or indirectly from: (i) any act or omission of you or any of your affiliate, or both, or their agent, or any error, negligence, or misconduct of you, or any of your affiliate, or both; (ii) failure of transmission or communication facilities; (iii) any other cause or causes beyond Sakor's control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (iv) Sakor's reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act on behalf of you, and you hereby waives any and all defences that any such individual was not authorized to act on behalf of you; (v) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond Sakor's control, including without limitation extreme market volatility or trading volume; or (vii) any action taken by Sakor to comply with applicable laws or these Terms.
4.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL SAKOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE CONTRIBUTION OR WORK, OR BOTH, OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF SAKOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF SAKOR, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE CONTRIBUTION OR WORK, OR BOTH, OR OTHERWISE RELATED TO THESE TERMS, EXCEED THE USD 100 (ONE HUNDRED). THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY WHICH SHALL NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You hereby agree to indemnify anyone or more of the following: Sakor, any of its affiliate, and its and their respective owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost or expense, including reasonable attorneys' fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of; (i) any inaccuracy in or breach of any your representation or warranty or your affiliate or agents, whether contained in these Terms or any other document provided by you to Sakor in connection with these Terms, or (ii) any nonfulfillment or breach of any covenant, agreement, or other provision by you or your affiliate or agents, whether contained in these Terms or any other document provided by you to Sakor in connection with these Terms. Notwithstanding any provision of these Terms, you do not waive any right granted to you under any applicable Law. All indemnification provisions shall survive the termination of these Terms.
6.1 Any notice or other document given to the Sakor under these Terms (the "Notice") shall be: (i) in writing in the English language (or be accompanied by an accurate translation into English); (ii) signed by or on behalf of the person giving it, and (iii) sent by email.
6.2 The Notice shall be delivered to Sakor at the following email address: [email protected].
7.1 Sakor may assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of its rights and obligations under these Terms without your prior written consent. You shall not assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of your rights and obligations under these Terms without the prior written consent of Sakor.
7.2 These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Gibraltar. All disputes or claims arising out of or in connection with these Terms, including disputes relating to its validity, breach, termination or nullity, shall be finally settled exclusively by the courts of Gibraltar.
7.3 These Terms set forth the entire agreement between you and Sakor with regard to the subject matter hereof.
7.4 Should any term, condition, provision or part of these Terms be found to be unlawful, invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from these Terms for all purposes, but such illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of these Terms, and the remainder of these Terms shall remain in full force and effect, unless such would be manifestly inequitable or would serve to deprive either Party of a material part of what it bargained for in entering into these Terms.