THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERN THE USE OF AND ACCESS TO THE NPL-DEV-RUNTIME  PAAS (NPL-DEV-RUNTIME LICENSE) (AGREEMENT).

BY USING THE NPL-DEV-RUNTIME, YOU AGREE TO BE BOUND BY THIS AGREEMENT. 

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 the Plugin to create, unit test, and visualize NPL code and run simulated usage scenarios in the sandbox runtime. You will also require a license to the NPL Runtime Environment (see NPL Runtime Environment below).

The purpose of the NOUMENA Protocol Language (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.

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- RUNTIME PAAS) or as a self-managed, on-premise software usage license (NPL-DEV-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, contact us at paas-support@noumenadigital.com

DEVELOPMENT AND DEVOPS TOOLS 

You should acquire the following development tools, to be used with the NOUMENA Licenses: 

1. Development Tools:
   1. NPL-Dev for IntelliJ IDEA. The NPL-Dev can only be used in the context of Jetbrains IntelliJ IDEA, licensed directly from Jetbrains https://www.jetbrains.com/idea/. 
   2. NPL-DEV-RUNTIME. The NPL development runtime requires Docker (on Linux) https://docs.docker.com/engine/install/  and preferably Docker Desktop https://docs.docker.com/desktop/, which is required on Mac And Windows. Please check the licensing requirements on the docker as larger companies may need to acquire commercial licenses website.https://www.docker.com/pricing/, please check if your company already has licenses.
2. DevOps Tools: NPL-maven-plugin. The NPL-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 to any NOUMENA Licenses. Maven can be required through many channels as described at https://maven.apache.org/, people and organisations using Maven are required to comply with the appropriate Maven license https://www.apache.org/licenses/.

The NPL-DEV license, the NPL-DEV-RUNTIME 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 ONCE YOU HAVE A PLUGIN FOR 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 THAT MAY BE NECESSARY FOR THE OPERATION OF THE PLUGIN OR THE NPL-PAAS LICENSES.  THESE ARE LICENSED TO YOU SUBJECT TO THE TERMS OF THE RELEVANT SUPPLIER. 

The remainder of this license pertains specifically to NPL-DEV-RUNTIME:

AGREED TERMS

2.  INTERPRETATION

The definitions and rules of interpretation in this Section apply in this Agreement.

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.

Data: means the proprietary data which you may share with us, 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.

The terms “Controller”, “Data Subject”, “Personal Data”, “Process”, and “Processor” shall have the meaning set out in the GDPR.

Derivative Works: the NPL code and any supporting documentation and diagrams, produced by the NPL-DEV-RUNTIME, whether in Source or Object form.

Development and DEVOPS Tools: NPL-DEV available for download on the JetBrains Marketplace https://plugins.jetbrains.com/, the NPL-MAVEN-PLUGIN, available for download using Apache Maven from https://github.com/orgs/NoumenaDigital/packages and the NPL-DEV-RUNTIME, available for download using docker https://github.com/orgs/NoumenaDigital/packages.

Harmful Code: viruses, worms or similar harmful code. 

Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not), and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.

Object: any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

Source: software source code, documentation source, and configuration files.

Website: https://noumenadigital.com/product-licenses/ 

3. GRANT OF LICENSE 

3.1 Subject to the terms and conditions of this Agreement, we grant you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, non-transferable, revocable license to use the NPL-DEV-RUNTIME to prepare Derivative Works in Source or Object form.

3.2 You shall not install, deploy or otherwise make the NPL-DEV-RUNTIME available on a server or cloud infrastructure. The NPL-DEV-RUNTIME is restricted to personal use on a laptop / notebook or personal computer for development or demonstration purposes.  Save as set out in clause 3.3 below, you may not make use of the NPL-DEV-RUNTIME for any commercial purpose, or to allow any other person to deploy it for a commercial purpose.

3.3 You are permitted to deploy the NPL-DEV-RUNTIME on your infrastructure (cloud or on-prem) to make an application available for internal employees and prospects for demo and testing purposes for eight (8) weeks only. For the voidance of doubt, you are not allowed to use NPL-DEV-RUNTIME in a production environment.

3.4 You may only create and store the Derivative Works on computers, or in source code repositories, owned by you. YOU CANNOT PUBLICLY DEPLOY THE DERIVATIVE WORKS WHICH YOU HAVE CREATED USING THE NPL- DEV-RUNTIME LICENSE UNLESS YOU HAVE EITHER AN NPL-RUNTIME ON-PREMISE LICENSE OR NPL- RUNTIME PAAS LICENSE OR ANOTHER NPL RUNTIME LICENSE FOR THE NPL RUNTIME THAT ALLOWS YOU TO PUBLICLY DEPLOY YOUR DERIVATIVE WORK. An overview of the current license models for the NOUMENA NPL RUNTIME and their terms of use can be found at https://noumenadigital.com/product-licenses/. 

3.5 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:

3.5.1 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit, or otherwise make the Derivative Works available to any third party unless the third party has a NOUMENA License;

3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NPL-DEV-RUNTIME;

3.5.3 access all or any part of the NPL-DEV-RUNTIME IN order to build a competing product or service; or 

3.5.4 introduce any Harmful Code to the NPL Runtime Environment.

3.6 You shall use appropriate hardware and software to use the NPL-dev-runtime and will take appropriate security precautions to prevent unauthorized access to your own computer systems.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 All copyright, database rights and other Intellectual Property Rights in the NPL-DEV-RUNTIME shall belong to us or our licensors 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.

4.2 You agree not to remove, suppress or modify in any way any proprietary marking, including any trade-mark or copyright notice, on or in the  NPL-DEV-RUNTIME. 

4.3 You shall own all right, title and interest in and to all of the Derivative Works which you create using the NPL- DEV-RUNTIME and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Derivative Works.

5. YOUR OBLIGATIONS

5.1 You undertake:

5.1.1 to comply with the acceptable usage policy and privacy policy, which are on our Website;

5.1.2 to use the latest versions of the NPL-DEV-RUNTIME; and

5.1.3 to comply with all Applicable Laws and regulations in relation to your activities under this Agreement.

5.2 You confirm that we are not responsible for checking Data (including for Harmful Code). We shall not be responsible or liable for any loss, destruction, alteration or disclosure of your Data.

6. OUR OBLIGATIONS

6.1 We have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this Agreement.

6.2 Unless required by Applicable Law or agreed to in writing, Licensor provides the NPL-DEV-RUNTIME  on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE DERIVATIVE WORKS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.

7. LIABILITY

7.1 In no event, whether in tort (including negligence), contract, or otherwise, unless required by Applicable Law or agreed to in writing, shall we be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages arising as a result of this  NPL-DEV-RUNTIME License or out of the use or inability to use the Derivative Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if we have been advised of the possibility of such damages.

7.2 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 NPL-DEV-RUNTIME by us infringes the Intellectual Property Rights of any third party; or (b) Personal Data uploaded by you using the NPL-DEV-RUNTIME infringes Data Protection Legislation

8. TERMINATION

8.1 We may terminate this Agreement immediately if you fail to comply with the terms of this Agreement.

9. ASSIGNMENT

9.1 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. 

10. SEVERABILITY

10.1 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.

11. WAIVER

11.1 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.

12. ENTIRE AGREEMENT

12.1 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. This Agreement and, if applicable, the Commercial Terms of Use (which apply if you are required to pay to use NPL-DEV-RUNTIME contain the only agreement(s) between the parties. 

12.2 You will be notified of any changes to this Agreement on our Website. Changes to the Agreement will take effect immediately upon such publication. 

13. THIRD PARTY RIGHTS

13.1 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.

14. DATA PROTECTION

14.1 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.

14.2 We will use your Personal Data and any information we obtain from you to provide you with our services, for administration and customer services. We may keep your information for a reasonable period for these purposes.

14.3 We may transfer Personal Data outside the European Economic Area (EEA) if necessary for the above purposes and you acknowledge that if the receiving country is outside the EEA, it may not have the same standards of data protection. 

14.4 You confirm that you have all necessary licenses and consents to enable us to use your or a relevant third party’s Personal Data as set out in this clause and you shall indemnify us against any liability that we may incur as a result of Your failure to obtain such consents.

15. NO PARTNERSHIP OR AGENCY 

15.1 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.

15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

16. GOVERNING LAW

16.1 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 exclusive jurisdiction of the courts of England and Wales.