MintChip Developer License Agreement
By downloading content from the Royal Canadian Mint (the "RCM") Website, installing, copying or otherwise using the contents of the Kit (as defined below) or any component thereof, you are accepting a license from the RCM (the "License Agreement") and you are agreeing to be bound by this License Agreement. If you do not agree to the terms of this License Agreement, you are not authorised to install or use the Kit or any component thereof.
1.0 DEFINITIONS
"Kit" means:
- the MintChip hardware development kit, along with each and every one of its components;
- two (2) MintChip MicroSD cards;
- one (1) MintChip USB Reader;
- one (1) MintChip MicroSD - SD Reader;
- the Materials;
- the Programs; and
- the Software.
"Materials" means MintChip documentation, modifications, subsequent versions, support materials and manuals.
"MintChip" means digital currency originating from an integrated circuit.
"Programs" means the MintChip toolkit and sample applications.
"Software" means Programs, third party software, bug fixes, diagnostic software, and any subsequent versions thereof.
2.0 LICENSE GRANT
Note: Your duties under this section shall survive expiration or termination of this License Agreement.
2.1 License - The RCM hereby grants you a limited, non-exclusive, non-transferable, personal and revocable license (without the right to sub-license or assign) to use the Kit and any component thereof solely to create software applications for evaluating MintChip, and for no other purpose. Where title to certain third party software is retained by RCM's licensors, the RCM warrants that it has the authority to license such third party software to you but only to the extent that third party software are used in accordance with this License Agreement.
2.2 Limitation on Use - In addition to all other limitations in this section, you expressly agree that except for the Programs provided as part of the Kit, you will not (1) make any copies of the Kit or any component thereof (the RCM will provide you with replacement copies of the Programs without any charge if necessary); (2) modify the Kit or any component thereof in any way; (3) create derivative versions of the Kit or any component thereof; (4) reverse assemble or disassemble, reverse compile, or reverse engineer the Kit or any component thereof; or (5) distribute or otherwise make the Kit or any component thereof available, directly or indirectly, for any use, by any other person. All of these activities are expressly prohibited.
2.3 Ownership, Intellectual Property, and proprietary information - The RCM represents, and you acknowledge that the Kit, including any component thereof, contain valuable trade secrets, confidential and proprietary information owned by the RCM, including but not limited to the development status of the Programs, the functionality of the Programs, the appearance, content and flow of the Programs' screens, the method and pattern of user interaction with the Programs, and the content of the Programs' documentation. You hereby agree that no title to (1) RCM's trade secrets, confidential and proprietary information owned by the RCM (2) the intellectual property rights in the Kit or any component thereof or (3) copies of the Kit or any component thereof is transferred to you by this License Agreement. The RCM retains all intellectual property rights in the Kit and any component thereof, and all of their updates, documentation, bug fixes, modification, subsequent versions, diagnostic software, support materials, manuals and other documentation, all of which also contain RCM confidential and proprietary information. The Kit and any component thereof, any RCM proprietary information contained therein and any intellectual property rights pertaining thereto (including but not limited to, patents, copyrights, know-how, trade secrets, trade-marks and service marks), remain the sole and exclusive property of the RCM and no title is granted to you in conjunction with this License Agreement.
3.0 DISCLAIMERS AND LIMITED REMEDY
3.1 General disclaimer - Except as expressly provided herein, the RCM hereby disclaims all express and implied representations and warranties with respect to the Kit or any component thereof, including without limitation, any implied warranty of merchantability, and fitness for a particular purpose or non-infringement.
3.2 Limitation of liability - In no event shall the RCM be liable to you or any other individual or entity connected with you for any claim, loss or damage of any kind, arising out of the performance of this License Agreement or arising out of or in connection with (1) the deficiency or inadequacy of the Kit or any component thereof, for any purpose whether or not known or disclosed to you; (2) the use or performance of the Kit or any component thereof, including any files, data or computer systems relating thereto or used in connection therewith; (3) any interruption or loss of service or use of the Kit or any component thereof; (4) any error; or (5) any loss of profits, sales, business, data or other direct, indirect, special, incidental, consequential, or loss or damage of any kind or nature resulting from the foregoing, and not withstanding any failure of essential purpose of any limited remedy.
4.0 MISCELLANEOUS
4.1 Export - You acknowledge that the Kit or any component thereof may be governed by Canadian laws and regulations on exports and may be subject to import or export regulations in other countries. You agree to comply with all such laws and regulations.
4.2 Disposition of Hardware and Software - You may not transfer, sell, assign or pledge the Kit or any component thereof without RCM prior written consent. You shall not allow any liens or other legal claims to be made against the Kit or any component thereof as a result of your use.
You shall only discard the Kit and any components thereof in accordance with local laws and regulations.
4.3 No other rights - Except as expressly provided herein, no license, rights, or title in any intellectual property are provided hereunder, whether expressly or by implication, estoppels or otherwise.
4.4 Assignment - This License Agreement may not be assigned by you without the express written consent of the RCM. Any attempted assignment shall be void.
4.5 Termination - Notwithstanding anything to the contrary, if you fail to comply with the terms of this License Agreement, the RCM may terminate this License Agreement and the licenses granted herein. If the RCM so terminates this License Agreement, you must immediately destroy all copies of the Software and uninstall the Software from any computers on which you have installed the Software. You must also immediately return the Kit and all of its components to the RCM at 320 Sussex Drive, Ottawa, Ontario K1A 0G8 using the returning instructions provided as part of the Kit. You also agree to indemnify, defend and hold harmless the RCM from and against any and all claims, expenses, and liabilities (including reasonable attorneys fees) arising out of or relating to your failure to comply with the terms of this License Agreement.
4.6 Applicable Law - This License Agreement is subject to the exclusive jurisdiction of the courts of and governed by and construed in accordance with the laws of Canada.
4.7 Headings - The section headings of this agreement are for organisational purposes only and shall not be used in interpreting this License Agreement. However, reference to a section includes reference to all subsections of that section.
4.8 Unenforceable Provisions - In the event that any provision of this License Agreement is found by a court of competent jurisdiction to be unenforceable, the remaining portions of this License Agreement shall remain in full force and effect.
4.9 Waiver - The failure of either party to enforce any section of this License Agreement shall not be construed as a waiver of such provisions or of the right of such party to enforce that, or any other, provision of this License Agreement.
4.10 Language - In the event of any discrepancy or inconsistency between the English language version and the French language version of the License Agreement, the English version shall prevail, govern and control.