COPYING

Copyright (c) 2016, Coinomi Ltd - All rights reserved.

Coinomi Software License Agreement

This license agreement ("License"), effective today, is made by and between you (hereinafter: "Licensee") and Coinomi Limited, a duly registered company in whose principal place of business is 71-75 Shelton Street, Covent Garden, WC2H 9JQ London, England, UK (hereinafter: “Licensor”) and sets the terms, rights, restrictions and obligations on using Coinomi Wallet and Services in any form (hereinafter: “The Software”) created and owned by Licensor, as detailed herein.

1. Preamble. A limited, non-exclusive, non-transferable, non-assignable, non-commercial, non-sublicensable, perpetual license is granted to the Licensee to install and use the Software for personal, non-profit purpose, without the rights to create derivative works. Licensee may not sublicense the Software. Use of the Software under this License is restricted to non-commercial purposes. Commercial use of the Software requires a separately executed written license agreement.

2. Permitted Use and Restrictions. Licensee agrees that it will use the Software, and any modifications, improvements, or derivatives to the Software that the Licensee may create (collectively, "Improvements") solely for personal, internal, non-commercial purposes and shall not distribute, sell or transfer the Software or Improvements to any person or third parties without prior written permission from the Licensor. The term "non-commercial," as used in this License, means which (a) is not undertaken for profit or generates profit, or (b) is not intended to produce works, services, or data for commercial use or otherwise be used for activities that generate profit, or (c) is neither conducted, nor funded, by a person or an entity engaged in the commercial use, application or exploitation of works similar to the Software. Licensee agrees not to add, remove, or modify any affiliate or referral keys or codes or any other service reference or configuration when using the Software. Licensee agrees not to access or use any resource used or referenced from within the Software from an application or resource other than the Software itself.

3. Ownership and Assignment of Copyright. The Licensee acknowledges that the Licensor holds copyright in the Software and associated documentation, including this License, and the Software and associated documentation are the property of the Licensor. The Licensee agrees that any Improvements made by Licensee shall be subject to the same terms and conditions as the Software and all license agreements, copyright notices, terms and disclaimers must be retained intact. Licensee agrees not to assert a claim of infringement in Licensee copyrights in Improvements in the event the Licensor prepares substantially similar modifications or derivative works. The Licensee agrees to use its reasonable best efforts to protect the contents of the Software and to prevent unauthorized disclosure by its agents, officers, employees, and consultants. If the Licensee receives a request to furnish all or any portion of the Software to a third party, Licensee will not fulfill such a request but will refer the third party to the Licensor so that the third party's use of this Software will be subject to the terms and conditions of this License. Notwithstanding the above, Licensee may disclose any Improvements that do not involve disclosure of the Software.

4. Copies. The Licensee may make a reasonable number of copies of the Software for the purposes of backup and maintenance of the Software. These additional copies shall carry the copyright notice and shall be controlled by this License, and will be destroyed along with the original by the Licensee upon termination of the License.

5. Acknowledgement. Licensee agrees that any publication of results obtained with the Software will acknowledge its use by an appropriate citation as specified in the documentation.

6. Disclaimer of Warranties and Limitation of Liability. To the extent permitted under Law, the Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between the Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services.  Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on the Software or using the Software’s source code.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. THE LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7. Warranty.  

   a. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that the Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running the Software.

   b. Prior Inspection: Licensee hereby states that it inspected the Software thoroughly and found it satisfactory and adequate to its needs, that it does not interfere with its regular operation and that it does meet the standards and scope of its computer systems and architecture. Licensee found that the Software interacts with its environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing its services. Licensee found that the use of the Software is in full accordance with the laws or jurisdiction of any state, country or territory where the Software will be used. Licensee hereby waives any claims regarding the Software's incompatibility, performance, results and features, and warrants that it inspected the the Software. 

8. No Refunds. Licensee warrants that it inspected the Software according to clause 7(b) and that it is adequate to its needs. Accordingly, as the Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the Software contains material flaws.

9. Indemnification. Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of the Software in means that violate, breach or otherwise circumvent this License, Licensor's intellectual property rights or Licensor's title in the Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim. Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this License and to compensate Licensor for any legal fees, attorney fees or other cost for any claim brought by Licensee against Licensor.

10. Termination. This License is effective until terminated by either party. Licensee's rights under this License will terminate automatically without notice from the Licensor if Licensee fails to comply with any term(s) of this License. Licensor may terminate this Agreement, including Licensee’s License in the case where Licensee became insolvent or otherwise entered into any liquidation process; or exported the Software to any jurisdiction where licensor may not enforce its rights under this agreements in; or Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce its rights under this License. Licensee may terminate the License by giving written notice of termination to the Licensor. Upon termination of this License, Licensee shall immediately discontinue all use of the Software and destroy the original and all copies, full or partial, of the Software, including any modifications or derivative works, and associated documentation.

11. Payment. In consideration of the License granted under clause 1, Licensee shall pay Licensor a fee via Bitcoins or other crypto-currencies, Wire Transfer, PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this License.

12. Upgrades, Updates and Fixes. Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to its sole discretion. Licensee hereby warrants to keep the Software up-to-date and install all relevant updates and fixes, and may, at its sole discretion, purchase upgrades, according to the rates set by Licensor. Nothing in this License shall require Licensor to provide Upgrades, Updates or Fixes.

    a. Upgrades: for the purpose of this License, an Upgrade shall be a material amendment in the Software, which contains new features and or major performance improvements.

    b. Updates: for the purpose of this License, an update shall be a minor amendment in the Software, which may contain new features or minor improvements.

    c. Fix: for the purpose of this License, a fix shall be a minor amendment in the Software, intended to remove bugs or alter minor features which impair the The Software's functionality.

13. Support. Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this License shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in the Software.

    a. Bug Notification: Licensee must provide Licensor of details regarding any bug, defect or failure in the Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish it with information, screenshots and try to reproduce such bugs, defects or failures.

    b. Feature Request: Licensee may request additional features in the Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by itself.

14. Governing Law and General Provisions. This License shall be governed by the laws of England & Wales, excluding the application of its conflicts of law rules. If any provisions of this License are held invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect. This License is binding upon any heirs and assigns of the Licensee. The License granted to Licensee hereunder may not be assigned or transferred to any other person or entity without the express consent of the Licensor. This License constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all other previous or contemporaneous agreements or understandings between the parties, whether verbal or written, concerning the subject matter. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

Revised 28 October 2016