CredaCash License Agreement
Effective April 20, 2024
— IMPORTANT — READ CAREFULLY —
This is a legal agreement between You and the Creda Foundation, Inc. (“CFI”) with respect to Your access and use of CFI software and related offerings. You must accept without modification all of the terms, conditions, and notices contained in this Agreement (“Agreement”) in order to download, copy, install, operate or use CFI software or source code. If You do not accept this Agreement in its entirety, You may not download, copy, install, operate or use the CFI software.
Definitions
1. “You” and “Your” refers to you individually and your employer or organization if you are acting on their behalf. By downloading, copying, installing, operating or using the Software or Source Code, you warrant that you are authorized to accept this Agreement on behalf of your employer or organization.
2. “CFI Parties” refers individually and collectively to CFI and its managers, employees, officers, directors, trustees, members, shareholders, advisors, contractors, agents, subsidiaries, affiliates, resellers, distributors, contributors, partners, suppliers, and/or service providers.
3. “Software” consists of all executable software programs or collections of programs distributed by CFI that CFI has a right to license or sublicense subject to the terms of this Agreement.
4. “Source Code” consists of all the human-readable source code to the Software.
5. “Patents” consists of all patents and patent applications owned or licensed by CFI, now or in the future, that claim any aspect of the Software or its use or operation, and that CFI has a right to license or sublicense subject to the terms of this Agreement.
6. “Support” refers to any information or additional software of any kind related to the Software, including without limitation documentation or descriptions of the Software and its use or operation, release notes, guides, and sales and marketing information and advertisements, example programs, bug fixes, answering questions and/or providing access to questions and answers asked by You or others.
7. “Services” refers to any services offered or provided by the CFI Parties.
8. “Offerings” refers individually and collectively to the Software, Source Code, and any Patents, Support, or Services.
9. “CredaCash Cryptocurrency” refers to the units of cryptocurrency that were mined by users on the CredaCash blockchain from 15-June-2019 to 26-July-2019 (hereinafter referred to as the “Initial Mining”), as well as any units of cryptocurrency subsequently mined using the exchange-based mining functionality included in the Source Code as distributed by CFI and that has not been modified to change in anyway the amount or conditions under which CredaCash Cryptocurrency is mined. Notwithstanding the foregoing, a unit of cryptocurrency in the Initial Mining associated with the Foundation domain (identified in the Source Code by CC_MINT_FOUNDATION_DOMAIN) shall not be included as CredaCash Cryptocurrency under this Agreement unless and until a transaction which CFI has approved and has the right to approve is added to the blockchain transferring this unit to another domain.
Grant of License
10. CFI hereby grants You a perpetual, irrevocable license to download, copy, use and distribute the Source Code, to create and distribute derivative versions, and to sublicense the Source Code under the same terms as this Agreement, provided You comply with all of the terms, conditions and notices in this Agreement.
11. CFI also hereby grants You a perpetual, irrevocable license to use all Patents, and to sublicense the Patents under the same terms as this Agreement, provided You comply with all of the terms, conditions and notices in this Agreement.
12. CFI also hereby grants You a perpetual, irrevocable license to use the executable Software, provided You comply with all of the terms, conditions and notices in this Agreement. In order to limit legal liability, the executable Software and any executable software created or distributed by the CFI Parties may only be used for the purposes of testing and evaluation, and may not be used in conjunction with CredaCash Cryptocurrency or any assets or information that have value. If You wish to use any of the Offerings in production or in conjunction with CredaCash Cryptocurrency, or with assets or information that have value, You must compile the Source Code Yourself, or obtain executable programs from another source that permits their use with assets or information that have value. If any additions or modifications are required to satisfy any legal requirements related to Your use of the Source Code or Offerings, You hereby agree to make these additions and modifications as a condition to Your use of the Source Code or Offerings.
13. The Source Code and Patents may only be used (a) in conjunction with CredaCash Cryptocurrency; (b) for the purposes of development, testing and evaluation with assets or information that have no value; and (c) in conjunction with any other assets or information provided that each message or transaction that is sent on the network or added to the blockchain is accompanied by the bona fide payment of a fee or donation that is remitted in CredaCash Cryptocurrency and has a reasonable value greater than the Gross World Product divided by 10^16 (ten raised to the power of sixteen). So for example, the Gross World Product in 2019 was approximately US$87 trillion, and therefore the fee or donation for each message or transaction sent on the network or added to the blockchain in 2019 must have a reasonable value greater than US$0.0087. The amount of this fee or donation may be based on factors such as the transaction type, size, number of inputs and outputs and other attributes of the transaction, and may be based on factors such as network load, and may vary over time, but must otherwise be non-discriminatory across all transactions and users. For the purposes of this paragraph, an amount that is “burned” such that it can never be used again by any person qualifies as a payment of a fee or donation.
14. CredaCash Cryptocurrency is created when a message is transmitted in which the number of output units of CredaCash Cryptocurrency is greater than the number of input units. Except as described in paragraph 9 above, You agree not to create CredaCash Cryptocurrency for use with the Source Code or any derivative version, or for any use for which an exclusive right is claimed by the Patents.
15. You may “fork” the CredaCash blockchain under this license, however, if You do so, You must fork all of the CredaCash Cryptocurrency as described in paragraph 9 above, and You and the users of this fork must accept every unit of CredaCash Cryptocurrency on a non-discriminatory basis.
16. You agree that You are solely responsible for safeguarding the cryptographic secrets and other data required to use CredaCash Cryptocurrency or any other asset or information, and that the CFI Parties are not for any reason liable for any loss, theft, misuse, loss of privacy, or inability to use any secrets, associated data, CredaCash Cryptocurrency, or any other asset or information.
17. You may not use the Offerings for any unlawful purpose, or in any unlawful manner, or for any purpose or in any manner that violates international controls against terrorism, money laundering, trafficking in arms or narcotics, war crimes or crimes against humanity.
18. You may not use the Offerings for any purpose or in any manner that violates the Securities Exchange Act of 1934 (United States Code, Title 15, Sections 78a et sequente), or a securities exchange law of any other jurisdiction. If You are a United States person or You are conducting activities within the jurisdiction of the United States, You may not use the Offerings to buy or sell any security or any other instrument covered by the Securities Exchange Act or related regulations. You further agree that any units of CredaCash Cryptocurrency You acquire, by any means, will be acquired only for the purpose of using those units either in the present or the future, and not for the purpose or with a view of profit or financial gain based on the efforts of any person other than Yourself.
19. You may not use the Offerings for any purpose or in any manner that violates the Commodity Exchange Act (United States Code, Title 7, Chapter 1) or related regulations, or an exchange law or regulation of any other jurisdiction. If You are a United States person or You are conducting activities within the jurisdiction of the United States, You may not use the Offerings to buy or sell any commodity derivative or any other instrument covered by the Commodity Exchange Act or related regulations.
20. You may only use the integrated peer-to-peer exchange functionality or any other exchange functionality included in the Offerings (hereinafter referred to as the “Integrated Exchange”) if (a) You are a natural person, not an organization; (b) You are not a citizen or resident of the United States or any of its states or territories (hereinafter referred to as the “USA”); (c) You are not physically present in the USA at the time You use the Integrated Exchange; (d) You were not present in the USA for more than 180 days during the prior calendar year, and You do not anticipate being present in the USA for more than 180 days during the current calendar year; (e) You do not conduct a trade or business within the USA; (f) You are not required to pay taxes (other than sales or use taxes) or tax withholding in the USA (hereinafter collectively referred to as “Taxes”) and You are not otherwise considered a USA person under any tax law; (g) You did not pay Taxes in the USA for or in the prior calendar year, and You do not anticipate paying Taxes in the USA for or in the current calendar year; and (g) You are not otherwise subject to the collection of tax information in the USA. In addition, each time You use the Integrated Exchange by submitting a buy or sell request or otherwise, You certify under penalty of perjury that You are eligible to use the Integrated Exchange pursuant to this paragraph, and You understand that a false statement or misrepresentation of tax status by a U.S. person could lead to penalties under U.S. law.
21. You may not attempt to gain unauthorized access to any account, computer system, network or information associated with the Offerings, or to otherwise interfere with, or disrupt, damage or corrupt any accounts, computer systems, networks or information associated with the Offerings. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Offerings.
22. The CredaCash blockchain network and other Offerings constitute an interactive computer service pursuant to United States Code, Title 47, Section 230. You are hereby notified that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at https://www.google.com/search?q=parental+control+protections+providers
23. The Software, Source Code and Patents are protected by copyright and other intellectual property laws and treaties. CFI or its contributors, partners, or suppliers own the title, copyright, and other intellectual property rights in the Software, Source Code and Patents. The Software, Source Code and Patents are licensed, not sold.
24. Any redistribution of the Source Code or any derivative version must include this license agreement, and the recipient must agree to the terms and conditions of this license for the benefit of CFI and the CFI Parties.
25. CFI is not obligated to provide updates or improvements to the Software or Source Code, however, if CFI, in its sole discretion, updates or improves the Software or Source Code, this Agreement shall apply to such updates and improvements unless expressly stated otherwise.
26. The CFI Parties may, but are not required to, provide You with Support. The CFI Parties may, in their individual sole discretion, terminate or modify any Support they provide at any time and without notice.
NO WARRANTIES; LIABILITY DISCLAIMER; EXCLUSIVE REMEDY
27. YOU ACKNOWLEDGE THERE ARE MANY DIFFERENT ENVIRONMENTS IN WHICH THE OFFERINGS MIGHT BE USED, INCLUDING DIFFERENCES IN COMPUTER HARDWARE, OPERATING SYSTEMS, OPERATING SYSTEM CONFIGURATIONS, OTHER INSTALLED SOFTWARE AND NETWORK ENVIRONMENTS, AND FURTHERMORE THERE ARE MANY DIFFERENT COMBINATIONS AND SEQUENCES OF ACTIONS YOU MAY ATTEMPT USING THE OFFERINGS. YOU ACKNOWLEDGE THAT THE MANY DIFFERENT ENVIRONMENTS AND COMBINATIONS AND SEQUENCES OF ACTIONS ARE BEYOND THE CONTROL OF THE CFI PARTIES, AND THAT THE CFI PARTIES HAVE TESTED THE OFFERINGS IN A LIMITED NUMBER OF ENVIRONMENTS AND WITH A LIMITED NUMBER OF POSSIBLE COMBINATIONS AND SEQUENCES OF ACTIONS. YOU ACKNOWLEDGE THAT IN YOUR ENVIRONMENT, WITH COMBINATIONS AND SEQUENCES OF ACTIONS YOU AND/OR OTHER PERSONS MIGHT ATTEMPT, THE OFFERINGS MAY FAIL RESULTING IN LOSS, HARM OR DAMAGE TO YOU, YOUR PROPERTY, OTHERS AND/OR THEIR PROPERTY, OR SOME ASPECT OF THE OFFERINGS MAY DIRECTLY OR INDIRECTLY CAUSE OR CONTRIBUTE TO UNINTENDED OR UNDESIRED EFFECTS OR SIDE-EFFECTS, RESULTING IN OR CONTRIBUTING TO LOSS, HARM OR DAMAGE TO YOU, YOUR PROPERTY, OTHERS AND/OR THEIR PROPERTY.
28. THE OFFERINGS ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. IF YOUR USE OF THE OFFERINGS CAUSES ANY DAMAGE, WHETHER TO YOU, YOUR COMPUTER, YOUR PROPERTY OR TO ANYONE ELSE OR THEIR PROPERTY, YOU AGREE TO BE RESPONSIBLE FOR THE DAMAGE, INCLUDING THE COST OF ANY REPLACEMENT OR REPAIRS. THE CFI PARTIES DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, CORRECTNESS OF OPERATION, ACCURACY OR COMPLETENESS OF RESPONSES, WORKMANLIKE EFFORT, CORRESPONDENCE TO DESCRIPTION, LACK OF VIRUSES, LACK OF NEGLIGENCE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE; AND (3) WARRANTIES THAT ACCESS TO OR USE OF THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR-FREE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE OFFERINGS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
29. IN NO EVENT SHALL ANY OF THE CFI PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, YOUR USE OF THE OFFERINGS, DELAY OR INABILITY TO USE THE OFFERINGS, OR THE PROVISION, MODIFICATION, TERMINATION OR FAILURE TO PROVIDE ANY SOFTWARE, SERVICE OR SUPPORT, INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA, PROFITS, PRIVACY, CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL LOSS OR INJURY, FOR FAILURE TO MEET ANY DUTY INCLUDING DUTIES OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, EVEN IN THE EVENT OF THE FAULT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF THE CFI PARTIES, AND EVEN IF ANY OF THE CFI PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
30. YOU ACKNOWLEDGE THAT THE OFFERINGS HAVE BEEN PROVIDED TO YOU AT NO CHARGE OR AT A MINIMAL CHARGE. THE LACK OF WARRANTIES AND YOUR ASSUMPTION OF THE ENTIRE RISK ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE CFI PARTIES, AND ARE REFLECTED IN THE MINIMAL CHARGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE OFFERINGS, OR WITH ANY ASPECT OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE OFFERINGS AND REQUEST A REFUND. NOTWITHSTANDING ANY DAMAGES YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED IN THIS AGREEMENT AND ALL DIRECT, INDIRECT OR GENERAL DAMAGES WHATSOEVER), THE ENTIRE LIABILITY OF THE CFI PARTIES SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE OFFERINGS, OR US$100, WHICHEVER IS GREATER. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION PARAGRAPHS 27 THROUGH 30) SHALL BE CONSTRUED AS BROADLY AS POSSIBLE AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
General
31. Indemnification. You agree to defend, indemnify, and hold harmless the CFI Parties from all liabilities, claims, and expenses, including attorney’s fees, from any claim or demand made by any third party due to or that may arise out of Your use of the Offerings, the violation of this Agreement by You, or the infringement by You of any intellectual property or other right of any person or entity. The CFI Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate in asserting any available defenses.
32. Applicable Law. You agree that this Agreement, all claims under this agreement and all claims arising out of or relating to the use or operation of the Offerings are governed by the laws of the State of Delaware, without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
33. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Unless both You and CFI otherwise agree in writing, any arbitration shall be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. The arbitration shall be conducted within the State of Delaware, or at such other location as may be agreed to by both parties. Claims shall be heard by a single arbitrator, unless the claim amounts exceed US$300000, in which case the dispute shall be heard by a panel of three arbitrators. If the claim amounts are US$500000 or less, there shall be no discovery other than the exchange of documents. If the claim amounts exceed US$500000, discovery by each party may also include no more than one deposition of six hours or less. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The arbitrators shall have no authority to award punitive or consequential damages or other damages not measured by the prevailing party’s actual and not consequential damages, except as may be required by statute. Each party shall bear its own costs and expenses, and the arbitrators may determine how other costs and expenses of the arbitration shall be allocated between the parties, but they shall not award attorneys’ fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Notwithstanding this arbitration provision, both You and CFI each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
34. Electronic Notices. You consent to CFI providing You any information or notices regarding the Offerings in electronic form via email or by posting them to its website at https://CredaCash.com/. You agree that electronic notices will be deemed given 24 hours after being sent or posted.
35. Intellectual Property Notices. The Software and Source Code are Copyright © 2015-2024 Creda Foundation, Inc. and/or its contributors, partners, or suppliers. CredaCash is a registered trademark. CFI and/or its contributors, partners, or suppliers may also have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Offerings. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. CFI and its contributors, partners, and suppliers do not grant You license to use these patents, trademarks, copyrights, or other intellectual property except as expressly provided for in this Agreement. Any rights not expressly granted herein are reserved.
36. Submissions. CFI welcomes contributions and feedback. By making a Submission in any form, including without limitation posting, uploading, inputting, sending or disclosing any information, ideas, concepts, techniques, demos, samples, creative works, feedback, data, questions, comments, reviews, critiques, criticisms or suggestions to CFI, its service providers or the general public, You agree to grant to CFI, its service providers and affiliated companies a non-exclusive, perpetual and irrevocable license to use Your Submissions, including without limitation, the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat Your Submission, to develop, manufacture, and market products incorporating Your Submission, and to sublicense such rights. You agree that any Submission is provided solely for the benefit of CFI, its service providers, and users of its Offerings, and You will not expect, seek or receive any compensation for Your Submission.
37. No Partnership or Agency. Nothing in this Agreement or in Your use of the Offerings forms or shall be considered to form a partnership, association, cooperative, common purpose, or fiduciary or agent relationship with any of the CFI Parties or with any other person.
38. Entire Agreement. This Agreement is the entire agreement between You and CFI relating to the Offerings and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Offerings or any other subject matter covered by this Agreement. To the extent any other representation conflicts with the terms of this Agreement, the terms of this Agreement shall control. This Agreement may be amended, modified or supplemented only in writing.
39. Severability. If any part of this Agreement is held void, invalid, unenforceable or illegal, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
40. U.S. Government Restricted Rights. If Software or Source Code is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government’s rights in Software, Source Code and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).
41. Assignments. You agree that this Agreement and the rights under this Agreement and all incorporated agreements may be assigned by CFI, in its sole discretion, to a third party at any time.
42. Waiver. CFI’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.
43. Termination. You may terminate this Agreement at any time by notice in writing. Your license to download, copy and use the Software, Source Code and Patents and to access and use the Offerings shall automatically terminate without notice upon termination of this Agreement or if You fail to comply with the terms of this Agreement. Upon any termination of this Agreement or of Your license, You must cease to use any Patents, and must cease to use and uninstall all copies of the Software and Source Code.
44. Survival. Paragraphs 13 through 46 shall survive any termination or expiration of this Agreement.
45. Headings. Headings and paragraph numbers are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
46. Reservation of Rights. All rights not expressly granted in this Agreement are reserved.