THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERN THE USE OF AND ACCESS TO THE NPL RUNTIME PAAS (NPL- PAAS) BY YOU ON A FREE TRIAL BASIS (AGREEMENT).
NOTE THAT EACH CLOUD PROVIDER MAY NAME NPL-PAAS DIFFERENTLY ON THEIR RESPECTIVE MARKETPLACES.
By setting up an Account, you agree to be bound by this Agreement as of the date of such access or use of the Services offered by NPL-PaaS (Effective Date)
1 BACKGROUND
NOUMENA Digital AG, a company incorporated in Switzerland, with registered number 12639845 and registered address Oberdorfsrasse 9, Baar, CH-6340, Switzerland (Licensor, we or us), has developed a proprietary language, the NOUMENA Protocol Language (NPL), a runtime system for this language (NPL Runtime Environment) and development and devops tools to support the usage of said language and runtime.
The User (you, yours) is licensed to use NPL-PaaS to execute NOUMENA Protocol Language (NPL) code in a cloud-based NPL runtime, built and operated by us and you are able to deploy your NPL-based applications on NPL-PaaS on a free trial basis pursuant to these Terms of Use.
NOUMENA Protocol Language (NPL)
The purpose of NPL is to model multi-party agreements in terms of the roles and responsibilities (defined as permissions and obligations), of each of the parties to the agreement and to clearly define these directly in NPL code.
NPL allows the actions and data, associated with these roles and responsibilities to be coded and then executed in the NPL Runtime Environment (see below for more details). The definitions, data and logic of such agreements are captured in source code as an NPL Protocol, (which is a formal description of the agreement) NPL itself, the NPL Runtime Environment, the development and DevOps tools and how to use all of these components are fully documented at https://documentation.noumenadigital.com.
NPL-RUNTIME ENVIRONMENT
You can license the NPL Runtime Environment as a cloud-based PaaS service (NPL-PAAS) or as a self-managed on-premise software usage license (NPL-RUNTIME ON-PREMISE). An overview of the current license models and their terms of use can be found at https://noumenadigital.com/product-licenses/. If you have questions about the license models, you can contact us at paas-support@noumenadigital.com.
DEVELOPMENT AND DEVOPS TOOLS
You should acquire the following development tools to be used with the NPL-Runtime licenses:
- Development Tools: NPL Dev for IntelliJ IDEA. The Plugin for IntelliJ IDEA can only be used in the context of Jetbrains IntelliJ IDEA, licensed directly from Jetbrains https://www.jetbrains.com/idea/.
- DevOps Tools: NPL Plugin for Maven. The Maven Plugin can only be used in the context of Apache Maven https://maven.apache.org/, which can be licensed by the Apache Foundation separately from any NOUMENA licenses. Maven can be acquired through many channels, as described at https://maven.apache.org/. People and organizations using Maven are required to comply with the appropriate Maven license https://www.apache.org/licenses/.
The NPL-DEV license, the NPL-MAVEN-PLUGIN license, the NPL-RUNTIME ON-PREMISE license, the NPL-RUNTIME PAAS license and all other licenses for NOUMENA products (an overview of the current product offering you find at https://noumenadigital.com/product-licenses/) are referred to as the NOUMENA Product Licenses.
THE DEVELOPMENT AND DEVOPS TOOLS ARE AUTOMATICALLY AVAILABLE TO YOU ONCE YOU HAVE AN INTELLIJ IDEA OR MAVEN LICENSE. PLEASE NOTE THAT THESE MAY BE DOWNLOADED WITHOUT YOU HAVING TO ACCEPT THEIR LICENSE TERMS IT IS YOUR RESPONSIBILITY TO REVIEW THE LICENSE TERMS IN THE HYPERLINKS ABOVE BEFORE USING THESE TOOLS
NOUMENA ACCEPTS NEITHER RESPONSIBILITY NOR LIABILITY FOR THE USAGE OF ANY THIRD-PARTY TOOLS WHICH MAY BE NECESSARY FOR THE OPERATION OF THE NOUMENA LICENSES. THESE ARE LICENSED TO YOU SUBJECT TO
You have accessed NPL-PaaS on your cloud provider’s marketplace; this allows you to create your NPL-PaaS Account and to upgrade from this free trial license to a paid user license. Please note that new Terms of Use will apply to your paid license.
The remainder of this license pertains specifically to NPL-PaaS:
AGREED TERMS
2 INTERPRETATION
The definitions and rules of interpretation in this section apply in this Agreement.
Account: your User account; the details of which are confirmed, on completion of the registration process in an Account registration e-mail.
Account owner: you – the person who created the NOUMENA account, this person may be a private person or a person acting as the representative of a company.
Applicable Law: any law (including common law or other binding law), statute, regulation, code, ordinance, rule, judgment, order, decree or directive or any determination by or requirement of a competent authority, as amended from time to time and as applicable to each party in relation to its provision of services to the other party pursuant to this Agreement.
Authorized User: a person (or system) to whom (which) you have registered your Account and who can use the NPL-PaaS Services within the context of your Account.
Client Application: an application that you have written in NPL and that will run within a NPL-PaaS NPL Runtime Environment.
Confidential Information: information of commercial value, in whatever form or medium disclosed by the party to the other party, including commercial or technical know-how, technology, and information pertaining to business operations and strategies.
Credentials: The login name and password for accessing your account and any (temporary) access tokens generated by the NPL-PaaS console for accessing the NPL Runtime Environment APIs of your Client Application.
Data: means the proprietary data, which is uploaded to NPL-PaaS by you, including Personal Data.
Data Protection Legislation: any and all data protection or privacy law applicable anywhere in the world to the Processing of Personal Data including Regulation 2016/679/EU, Directive 95/46/EC (GDPR), any and all national implementations of that directive including the UK GDPR, Data Protection Act 2018 and any and all similar or comparable laws, legislation and/or regulations in force from time to time in the whole.
The terms “Controller”, “Data Subject”, “Personal Data”, “Process”, and “Processor” shall have the meaning set out in the GDPR.
Development Tools: any development tool provided by Noumena and available as described in the Noumena documentation https://documentation.noumenadigital.com.
DevOps Tools: any DevOps tool provided by Noumena and available as described in the Noumena documentation https://documentation.noumenadigital.com.
Documentation: the documentation is available at https://documentation.noumenadigital.com and has a full description of NPL-PaaS, the NPL Language Reference, the NPL Runtime Environment, the Development and DevOps tools and all examples, tutorials and other educational material
Health Data: a special category of personal data which relates to a person’s physical or mental health.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
License: your right to access NPL-PaaS Services, as set out in Section 2.
Marks:
- any trademarks, trade names, service marks, trade dress, logos, URLs and domain names;
- any identifying slogans and symbols;
- any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and
- the “look and feel”,
of a party to this agreement, whether or not registered.
NOUMENA Software: any software and source code developed by us, including but not limited to NPL-PaaS, the NPL Runtime Environment and the development and devops tools, including any new releases thereof during the Term.
NOUMENA WEBSITE: The NOUMENA website htps://noumenadigital.com.
Personal Data: has the meaning set out in the Data Protection Legislation.
Purpose: to manage and operate NPL applications, which are deployed to NPL-PaaS either directly through the NPL-PaaS management console or via the DevOps tools.
Services: the delivery and maintenance of NPL-PaaS by us.
Term: 30 days from the Effective Date unless terminated earlier under Section 9.
NPL-PAAS Console: The NPL-PaaS console, https://portal.noumena.cloud/tenants, from which users can log in, new users can register and potential users can educate themselves about NPL-PaaS.
3 GRANT OF LICENSE
3.1 Subject to your adherence to the terms of this Agreement, we grant you a worldwide, non-exclusive, non-transferable license to access and use NPL-PaaS for the Purpose during the Term.
3.2 You shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NOUMENA Software; or
- access all or any part of the NOUMENA Software in order to build a competing product or service; or
- license, sell, rent, lease, transfer, assign, distribute or otherwise commercially or non-commercially exploit, or otherwise make the NOUMENA Software available to any third party except the Authorised Users.
3.3 You shall use all reasonable endeavors to prevent any unauthorized access to, or use of, NPL-PaaS and, in the event of any such unauthorized access or use, promptly notify us.
3.4 You shall use appropriate hardware and software to access NPL-PaaS, in accordance with the specifications notified to you and will take appropriate reasonable security precautions to prevent unauthorized access to your computer systems.
3.5 You may not access or use NPL-PaaS other than as specified in this Agreement without our prior written consent.
3.6 We make use of third-party cloud service providers in order to provide NPL-PaaS. By creating a NPL-PaaS account in the marketplace of the cloud provider of your choice, the standard terms and conditions of the chosen third-party cloud service provider will apply and will take precedence over the terms of this Agreement to the extent that there is a conflict between the terms of this Agreement and those of that third party hosting service provider.
4 USE OF NPL-PAAS
4.1 After you create your Account via your chosen cloud provider marketplace, and the completion of the registration process using the Credentials, you will be provided with a secure log-in. It is your responsibility to keep the login details (including passwords) safe and not disclose these to any third party.
4.2 You will be notified of the number of Authorised Users, storage limits and any other restrictions (Limits) which apply to your Account when your Account is activated. You will not exceed the Limits. If you wish to increase your use of NPL-PaaS beyond the Limits, you can upgrade via the NPL-PaaS Console.
4.3 You will use NPL-PaaS only for the Purpose.
4.4 You are responsible for compliance with the provisions of this Agreement by any of your Authorised Users and for any and all activities that occur under your Account, which we may verify from time to time. Without limiting the foregoing, you are solely responsible for ensuring that your use of NPL-PaaS is compliant with all Applicable Law.
4.5 You shall not use/operate Client Applications which you have developed using the NOUMENA protocol language on any environment other than one of NOUMENA’s NPL Runtime offerings or a system with a NOUMENA Enterprise license (which is licensed to you separately). You can find the different offerings on our NOUMENA’s website.
5 ACCESS TO SERVICES AND SUPPORT
5.1 We cannot guarantee continuous, uninterrupted use of NPL-PaaS. There will be times when we will be required to interrupt the availability of NPL-PaaS in order to carry out routine maintenance, repairs, reconfigurations or upgrades on a regular basis or in circumstances beyond our control.
5.2 We may suspend your access to NPL-PaaS without notice and without any liability to you if:
- you are using NPL-PaaS in breach of this Agreement;
- there is a breach of security in respect of which we reasonably believe that the suspension of the Services is necessary to protect your or our network or a third-party network;
- due to unavailability of third-party networks and/or services, including, without limitation, telecommunications services;
- if required by law, regulation or court order or as compelled by a law enforcement or government agency or other relevant regulatory agency;
- in the event the hosting service provider suspends its service due to your actions or omission; or
- the time limit of your trial license has expired.
5.3 You shall arrange appropriate internet access for all Authorised Users. Other end-users who wish to access the Client Applications will need to arrange appropriate internet access for themselves. We shall not be liable for any failure to provide the Services if you, or your end-users, fail to comply with this Section.
5.4 By using NPL-PaaS you consent to your Data to be uploaded to NPL-PaaS and acknowledge and agree that we may use your Data in an anonymized fashion in order to improve our services.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 All copyright and other Intellectual Property Rights in NPL-PaaS, the NOUMENA Software shall belong to us and you shall have no rights in respect of any of them except the right, as expressly granted under this Agreement, to use them in accordance with this Agreement.
6.2 You shall own all right, title and interest in and to all of the Client Applications which you create using NPL-PaaS and shall grant a worldwide, non-exclusive license to us to access the Client Applications for the purpose of performing the Services.
6.3 Nothing in this Agreement shall prevent us or any of the other Account Owners or Authorised Users from creating applications or other software products which are similar to your Client Applications.
7 YOUR OBLIGATIONS
7.1 You undertake:
- to maintain accurate and up-to-date records of the e-mail addresses of all Authorised Users;
- to ensure each Authorised User keeps a secure password for their use and access to the Services and does not disclose it to any third party;
- to comply with the acceptable usage policy and privacy policy, which are on the NOUMENA Website;
- to accept full responsibility for the acts or omissions of any of your employees, sub-contractors, consultants and/or agents given access to NPL-PaaS as if they were your acts or omissions. and
- to comply with all Applicable Laws and regulations in relation to your activities under this Agreement.
7.2 You confirm that we are not responsible for checking any Data that you upload as part of the Services provided to you. We shall not be responsible or liable for any loss, destruction, alteration or disclosure of your Data or damage to your business systems, software or hardware caused by any third party.
8 OUR OBLIGATIONS
8.1 We will use reasonable care and skill in performing and providing the Services.
8.2 We will use reasonable efforts to maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this Agreement.
8.3 Except as expressly provided in this Agreement no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, availability, reliability, suitability, performance or fitness for purpose of the and Services provided hereunder is given or assumed by us.
8.4 In the event of any loss or damage to your Data, your sole and exclusive remedy shall be for us to use reasonable endeavours to restore the lost or damaged Data from the latest back-up of such Data maintained by us. We do not accept responsibility or liability howsoever arising for any loss, destruction, alteration or disclosure of your Data.
9 LIABILITY
9.1 Nothing in this Agreement shall in any way exclude or limit our liability for death or personal injury caused by negligence, or liability for fraudulent misrepresentation or for any other liability which by law it is not possible to exclude or limit.
9.2 THIS IS A FREE TRIAL LICENSE; SAVE AS SET OUT IN CLAUSE 8.1 ABOVE, WE EXCLUDE ALL LIABILITY TO YOU FOR YOUR USE OF NPL-PAAS TO THE FULLEST EXTENT PERMITTED BY LAW.
9.3 NPL-PAAS IS NOT CERTIFIED TO HOST HEALTH DATA IN ANY JURISDICTION. YOU SHOULD NOT USE NPL-PAAS TO HOST APPLICATIONS WHICH CONTAIN HEALTH DATA. WE DO NOT ACCEPT ANY LIABILITY TO YOU OR THE RELEVANT DATA SUBJECTS IN RELATION TO HEALTH DATA WHICH IS UPLOADED IN BREACH OF THIS SECTION.
9.4 You will indemnify us and keep us indemnified against any loss, damage, claim or expense arising out of any claim that the storage of (a) your Data via the Services by us infringes the Intellectual Property Rights of any third party; or (b) Personal Data uploaded by you to NPL-PaaS infringes Data Protection Legislation, including breach of Section17.3.
10 TERM AND TERMINATION
10.1 This Agreement will commence on the Effective Date and remains active for the Term unless terminated in accordance with the remainder of this Section.
10.2 You may terminate this agreement at any time by unsubscribing from NPL-PaaS on your chosen marketplace.
10.3 We may terminate this Agreement at any time with fifteen (15) days’ written notice if we reasonably believe that you are in material breach of this Agreement, or our acceptable use policy of privacy policy (each on our NOUMENA Website) and you have failed to remedy the breach.
10.4 We may terminate this Agreement at any time without notice if we reasonably believe that you are using NPL-PaaS in a manner which compromises its security or our reputation.
10.5 On termination of this Agreement however caused, the License shall terminate and accordingly your right to use NPL-PaaS will cease.
10.6 WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY AS A RESULT OF ITS TERMINATION OF YOUR RIGHT TO USE OR OTHERWISE ACCESS NPL-PAAS.
10.7 Each of the following provisions of this Agreement shall remain in full force and effect after termination: Section 5 (intellectual Property Rights), Section 8 (Liability), this Section 9 (Termination), Section 12 (Notices), Section 17 (Data Protection), Section 18 (Confidentiality), Section 19 (No Partnership or Agency), and Section 20 (Governing Law).
11 FORCE MAJEURE
11.1 No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control. For the avoidance of doubt, nothing in this Section 10 shall excuse you from any payment obligations under this Agreement. If any such event continues for more than ninety (90) days and provided substantial performance is still impeded either party may terminate this Agreement forthwith by prior written notice without prejudice to the accrued rights of either party.
12 ASSIGNMENT
12.1 We may assign, sub-contract or otherwise transfer any of our rights or obligations under this Agreement without your consent. You may only assign, sub-contract or otherwise transfer any of your rights or obligations with our prior written consent.
13 NOTICES
13.1 Any notice required to be given pursuant to this Agreement shall be sent by e-mail. Our e-mail address for notices is paas-support@noumenadigital.com and you shall provide your e-mail address when you register your Account.
14 SEVERABILITY
14.1 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
15 WAIVER
15.1 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
16 ENTIRE AGREEMENT
16.1 This Agreement and any document expressly incorporated in it contains the entire and only agreement between the parties and supersedes all previous agreements between the parties with respect to the subject matter hereof. Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.
16.2 Any changes to the text of this Agreement will be published on the NOUMENA Website and sent to your email. Changes to the Agreement will take effect immediately such notification has been made public or sent.
17 THIRD-PARTY RIGHTS
17.1 A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18 DATA PROTECTION
18.1 Each party shall comply with its obligations under the Data Protection Legislation. Neither party shall by any act or omission, deliberately put the other party in breach of the Data Protection Legislation and each party shall use all necessary measures to ensure that it does not put the other party in breach of the Data Protection Legislation.
18.2 We will use your Personal Data and any information we obtain from you to provide you with our Services. We will use all appropriate technical and organizational measures to protect the Personal Data at all times.
18.3 The Client Applications which you create using NPL-PaaS may contain third-party Personal Data. You must ensure that you have the relevant authorization to upload the third party’s Personal Data to NPL-PaaS.
18.4 We will not, other than in accordance with your written instructions, transfer any Personal Data to any country or territory outside the European Economic Area unless that country or territory has been declared to provide an adequate level of protection for Personal Data by the European Commission. We cannot guarantee that the cloud provider adheres to our rules on data protection, and it is your obligation to ensure that you are in agreement with the data protection provisions of the chosen cloud provider.
18.5 You confirm that you have all necessary licenses and consents to enable us to access your or a relevant third party’s Personal Data as set out in this Section, and you shall indemnify us against any liability that we may incur as a result of your failure to obtain such consents.
19 CONFIDENTIALITY
19.1 The parties agree not to use or disclose each other’s Confidential Information, received or disclosed during the Term, save for use or disclosure required in order to provide or use (respectively) the Services. Disclosure shall be limited to the receiving party’s employees, officers, agents or contractors directly involved in performing obligations under this Agreement.
19.2 The parties agree that information is not to be regarded as Confidential Information and that you will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed in compliance with a legal requirement, or is independently developed by the receiving party.
19.3 For the avoidance of doubt the Application is considered to be your Confidential Information.
19.4 You acknowledge that we may use your name and the fact that you are using NPL-PaaS in our marketing materials.
20 NO PARTNERSHIP OR AGENCY
20.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21 GOVERNING LAW
20.1 This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.