1.  DEFINITIONS
 “AURACHAIN Partner” means an entity with which AURACHAIN has a valid Partner contract in place for promoting or reselling the AURACHAIN platform for placing and processing orders from Users;
“Agreement” means these terms and any other terms referenced in this document;
"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party where Control means control of greater than 50 % of the voting rights or equity interests of a party;
“Claim” means a claim, action, or legal proceeding filed against a Party.
“Customer” and "Licensee" means the entity identified in the License Order as “Customer”;
“Customer Applications” means all code and software programs, including any source code in respect of such code and software programs, automation codes and algorithm codes that Customer (or anyone on behalf of Customer) inputs or uploads to the Platform, or creates using the Platform or is otherwise created or developed in the course of AURACHAIN's delivery of the Services;
“Customer Data” means any information or data that is under the control or in the possession of Customer and is imported by or on behalf of Customer into the AURACHAIN Platform or is created or derived from such information or data;
”Effective Date" means the date of this AGREEMENT;
"Improvements" means all versions, updates, corrections, improvements, developments, modifications, enhancements, variations, derivative works, scripts, customizations, adaptations or extensions of feature sets of any of the AURACHAIN platform components, created or acquired by the AURACHAIN but excluding Customer Data and Customer Applications;
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in computer software, and any other intellectual property rights or rights of a similar nature. 
 “License Order” means the order form or other written document for the AURACHAIN platform or related services that is either (a) executed between AURACHAIN and Customer or (b) the document executed between an AURACHAIN Partner and Customer;
“License Term” means the duration of the license for AURACHAIN platform (or for the provision of Professional Services), a specified in the License Order, or any shorter term occurring due to the termination of the Agreement;
"Manuals" means the user manuals, help files, written examples, release notes or similar AURACHAIN documentation; 
"Platform" or “SOFTWARE “means AURACHAIN’s platform ™ proprietary software modules and infrastructure as described on Exhibit A attached;
"Platform Components" mean the components or applications that facilitate the system functionalities (including as described in Exhibit A) in the Platform;
"Service" means the provision of the Platform and all associated services (including the support services set out in the Service Level Agreement – Addendum) and any other services provided or to be provided under this Agreement from time to time; 
"Users" means any person or user as defined in clause 2.1.	
2. LICENSES 
2.1 License. AURACHAIN grants to LICENSEE, subject to the terms and conditions set forth in this Agreement, a nonexclusive, non-assignable, nontransferable worldwide limited right to access and use (i) AURACHAIN’s Platform ™ proprietary software modules as described on Exhibit A attached to and made a part of this Agreement ("SOFTWARE") in object code; (ii) any additional customizations, developments or other similar work created and/or undertaken in respect of AURACHAIN’s platform ™ proprietary software by or on behalf of AURACHAIN specifically for LICENSEE (“BESPOKE SOFTWARE”) in source code form (but for the avoidance of doubt this shall not include the AURACHAIN ™ proprietary software, or any part thereof, in source code form), and the software and developments referred to in parts (i) and (ii) of this Section 2 shall form the “SOFTWARE” for the purposes of this AGREEMENT but (i) and (ii) shall exclude the Customer Applications; and (iii) the then-current user manuals and technical specifications for the SOFTWARE (excluding any technical information, development documentation or similar relating to the BESPOKE SOFTWARE in source code form) (“DOCUMENTATION”) on the configuration and for use by User(s) . The term "AGREEMENT" as used throughout includes this AGREEMENT, any and all amendments and all appendices, exhibits and attachments to the foregoing.  

Notwithstanding any other term of this agreement, the Licensor shall grant access to:
A.	Any employee within the Customer Group of companies.

B.	Any customer of Customer, where the Platform and Platform Components are used in connection with services and Customer Applications it provides to customers.

C.	Any vendor, supplier or authorized agent, where:

i.	The application is built by the Customer group.

ii.	Where external suppliers, affiliates or authorized agents are interacting with the application via the external task feature of the Aurachain platform. 

3. USE OF SERVICE
3.1 Use of Service. Customer may access and use the SERVICE for application development, application instances and to process its own data, or data authorized for processing by an external business entity. In the case where Customer is processing data from an external organization, Customer would be responsible for securing all legally adequate written authorizations. Customer may only use DOCUMENTATION internally in connection with its licensed use of SERVICE hereunder.  Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement. Customer is responsible for identifying and authenticating all Users, for approving access by such Users to the SERVICE, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Customer and Customer Users’ usernames, passwords and accounts with AURACHAIN, Customer accept responsibility for the timely and proper termination of user records. AURACHAIN is not responsible for any harm caused by Customer Users' non-conformance with the terms of this Agreement, including individuals who were not authorized to have access to the SERVICE but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Customer local identity management infrastructure or Customer local computers. Customer is responsible for all activities that occur under Customer and Customer Users’ usernames, passwords or accounts or as a result of Customer or Customer Users’ access to the SERVICE and agree to notify AURACHAIN promptly upon becoming aware of any unauthorized use. Customer USERS and Customer customers shall be entitled to use the SERVICE and the DOCUMENTATION subject to the terms and conditions of this AGREEMENT. Customer is required to accept all patches, bug fixes, updates, maintenance and service packs (collectively, “Patches”) made available free of charge that are necessary for the proper function and security of the SERVICE. Except for the emergency or security related maintenance activities, AURACHAIN will coordinate with Customer the scheduling of application of Patches, where possible, based on AURACHAIN’s next available standard maintenance window.
3.2 Restrictions on Use.  LICENSEE and Users may only access and use SOFTWARE and DOCUMENTATION, or any portion thereof, in the manner and for the purposes expressly provided in this AGREEMENT.  Without limiting the generality of the foregoing, LICENSEE shall not knowingly permit or otherwise knowingly allow any third party to: (a) market, sell, lease, rent, sublicense, distribute or otherwise make available to any third party SOFTWARE or DOCUMENTATION, in whole or part, except as expressly allowed under this AGREEMENT; (b) reverse engineer, decompile, disassemble, discern, discover, decrypt, unlock or otherwise access the source code of SOFTWARE in whole or part (save for any portion of the BESPOKE SOFTWARE provided in source code form pursuant to Section 2(ii)); (c) combine, embed, run or use SOFTWARE or DOCUMENTATION, in whole or part, with other software, databases, services or documentation, except as expressly permitted in the DOCUMENTATION or as otherwise authorized by AURACHAIN in writing; (d) grant a security interest in, or otherwise transfer or attempt to transfer any rights, title, interests or licenses in or to, SOFTWARE or DOCUMENTATION, or allow any attachment, levy, execution upon or against the SOFTWARE and DOCUMENTATION; (e) remove or alter any legends, restrictions, product identification, copyright, trademark or other notices from SOFTWARE or DOCUMENTATION (including without limitation on all permitted copies thereof made by LICENSEE) without the written approval of AURACHAIN; (f) provide supporting operations for any third party through the access and/or use of SOFTWARE or DOCUMENTATION; or (g) copy, modify, alter, improve, translate, prepare derivative works or otherwise reproduce any portion of SOFTWARE or DOCUMENTATION, except as expressly permitted under this Agreement and except that LICENSEE may print copies of DOCUMENTATION provided to LICENSEE electronically by AURACHAIN.  LICENSEE shall notify AURACHAIN promptly upon learning of any unauthorized use or disclosure of SOFTWARE or DOCUMENTATION
3.3 No Additional Rights. For clarity, the rights granted under this section do not modify the license permissions or increase the number of licenses granted under this Agreement. 
3.4 AURACHAIN warrants that:
(A) It shall provide the Services with reasonable skill and care;
(B) It shall comply with all applicable laws and regulations with respect to its obligations under this Agreement;
(C) it shall co-operate with Customer in all matters relating to the delivery of its services. 
3.5 AURACHAIN warrants and undertakes that the Platform and the Platform Components do not contain open source software that is provided on terms which could erode or otherwise negatively impact the Licensee's Intellectual Property Rights in the Customer Applications.
4. PAYMENT TERMS
4.1 Payment terms. In exchange for the license granted herein, LICENSEE shall pay to AURACHAIN the license, installation and other fees specified in Exhibit A attached hereto and made a part of this Agreement ("LICENSE FEES").  All LICENSE FEES shall be payable as set forth in Exhibit A- Customer Proposal attached to and made a part of this Agreement.  All fees referred to in this AGREEMENT do not include any duties, taxes or handling fees.  All such duties, taxes and handling fees, whenever imposed, shall be payable by LICENSEE.  Income or other taxes that are required to be paid or withheld by LICENSEE, a subsidiary or affiliate of LICENSEE, or AURACHAIN, under the laws of jurisdictions other than the United States, in connection with the license and other fees paid by LICENSEE (or subsidiary or affiliate of LICENSEE), hereunder, shall be the sole obligation of LICENSEE and shall be exclusive of the license and other fees paid by LICENSEE (or subsidiary or affiliate of LICENSEE) to AURACHAIN.  Notwithstanding any other provision of this Agreement, LICENSEE will not be required to pay or reimburse AURACHAIN for taxes based upon the net worth, capital, net income, or franchise of AURACHAIN nor taxes imposed upon AURACHAIN solely by reason of AURACHAIN doing business in or being incorporated in the jurisdiction imposing such taxes.  
4.2 Failure to Pay. Any undisputed fees not paid by LICENSEE within sixty days of agreed terms of invoice shall accrue interest at the rate of 0.1% per month.  LICENSEE shall pay all such interest and reasonable costs of collection with regard to any undisputed fees, including but not limited to, reasonable attorneys' fees and court costs.
4.3 Disputes. If Customer believes in good faith that AURACHAIN has incorrectly billed, Customer must contact AURACHAIN in writing within 15 days of the invoice date, specifying the error. Customer will pay the undisputed portions of the invoice. 
4.4 Taxes. Prices do not include applicable taxes like, but not limited to, VAT. All payments will be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. 
4.5 Changes. AURACHAIN is entitled to establish its own license fees, at its own discretion. AURACHAIN will not change the amount of the fees for already acquired licenses, after the acceptance of a purchase order by AURACHAIN. In case of any change in the terms of this Agreement, including but not limited to a change in the license fees, AURACHAIN will send to the Customer a 90 calendar-day prior notice regarding the newly proposed fees. The Customer is bound to respond to this notice until the expiry of the License Term. In the absence of a response from the Customer by the expiry of the License Term, the respective license will be terminated. 
5. DATA OWNERSHIP. CONFIDENTIALITY.   
5.1. Data ownership. AURACHAIN does not own or have any rights whatsoever over any Customer Data other than the right to access the Customer Data as part of the Services provided under this Agreement. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Customer Data. 
5.2 Confidential Information. Confidential information of the Customer shall mean all business and technological information of Customer and shall include the Customer Data. Confidential Information of AURACHAIN shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction. During and term of this AGREEMENT and at all times thereafter, Customer and AURACHAIN shall protect such CONFIDENTIAL INFORMATION of the other party and its suppliers and licensors to the same degree that it protects CONFIDENTIAL INFORMATION pertaining to its own business, but in no event less than a reasonable degree of care, and shall not disclose CONFIDENTIAL INFORMATION of the other party or its suppliers or licensors to any third party except to consultants or auditors that sign a nondisclosure agreement which similarly protects such CONFIDENTIAL INFORMATION from further disclosure and prevents use of such CONFIDENTIAL INFORMATION other than as expressly permitted under this AGREEMENT. 
The recipient of the CONFIDENTIAL INFORMATION will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors or third-party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order. Customer and AURACHAIN, as applicable, shall notify the other party promptly upon learning of any unauthorized use or disclosure of CONFIDENTIAL INFORMATION of the other or its suppliers or licensors.

6. REPRESENTATIONS AND WARRANTIES
6.1 Mutual Representations and Warranties.  In addition to any representations and warranties contained in the Agreement, each party hereby represents, warrants and covenants to the other party that:
(A) it is duly organized, validly existing, has full and adequate power to own its property and conduct its business as now conducted, is in good standing and duly licensed, and has procured all necessary licenses, registrations, approvals, consents and any other communications in each jurisdiction as required to enable it (including AURACHAIN’s personnel) to perform its obligations under this Agreement;
(B) the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action, corporate or otherwise, and this Agreement constitutes a valid, legal and binding obligation of the party;
(C ) it is not and shall not be subject to any agreement or other constraint that does, would or with the passage of time would, prohibit or restrict its right or ability to enter into, or carry out, its obligations hereunder; and
(D) with respect to Confidential Information of the other party in its possession, it shall maintain, at a minimum, reasonable and customary security measures applicable to the manner in which it possesses such information (e.g., physically, electronically or otherwise) to protect the Confidential Information from unauthorized use and/or disclosure.
6.2 AURACHAIN Representations and Warranties.  In addition to any representations and warranties contained in the Agreement, AURACHAIN hereby represent, warrants and covenants to the Customer that:
(A) the SERVICES shall be provided in a professional and workmanlike manner; 
(B) the Services (including the Software and Platform) do not and shall not contain or incorporate any means any computer code, programs, procedures, mechanisms or programming devices (including, without limitation, any code typically identified as a virus, Trojan horse or worm) that are designed to, or would enable, AURACHAIN or any third party, to disrupt, modify, delete, damage, deactivate, disable, harm, access without authorization or otherwise impede the operation of any Customer system, or any associated software, firmware, hardware, computer system or network;
(C) the SERVICES (including the Software and Platform) do not and shall not contain or incorporate any open source software components that reasonably may cause or require other Customer software or systems to become subject to license terms requiring such software or systems to be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (c) redistributable at no charge; 
(D) the Documentation is of sufficient detail to enable reasonably skilled SERVICE users to operate and comprehend the operation and use of the SERVICES as intended; 
(E) it has not and shall not provide to any Customer employee or contractor any gift, gratuity, service or other inducement or favor to influence or reward that employee or contractor in connection with this Agreement or any Exhibit;
(F) the Documentation and/or SERVICES shall be provided to Customer free of any liens or encumbrances.

7. LIMITATION OF LIABILITY
7.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER AURACHAIN NOR CUSTOMER, NOR ANY OF THEIR SUPPLIERS, LICENSORS OR AGENTS SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, BUSINESS OR GOODWILL, OR REPLACEMENT OF GOODS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON CONTRACT OR TORT (INCLUDING NEGLIGENCE).  
7.2 THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY REMEDY HEREUNDER AND APPLY REGARDLESS OF WHETHER ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Ownership. The parties agree that:
(A) Customer shall retain all ownership and Intellectual Property Rights in the Customer Data;
(B) AURACHAIN shall retain ownership and Intellectual Property Rights in the Platform.
9. TERMINATION
9.1 Material Breach. If either Party commits a material breach of this Agreement, the non-breaching Party may give written notice describing the nature and basis of the breach to the breaching Party. If the breach is not cured within 30 days of the notice date, the non-breaching Party may immediately terminate this Agreement. 
9.2 Effect of Termination. Upon termination of this AGREEMENT, Customer shall immediately discontinue use of the SERVICE. All provisions of this AGREEMENT shall survive to the extent necessary to effectuate the parties’ clear intent and no such provision shall expire upon termination of this AGREEMENT. Termination of this AGREEMENT shall not relieve either party from any obligation it has to make any payments to the other party as required under this AGREEMENT.  Within thirty (30) days after the effective date of termination, each party shall provide to the other party written certification that it has complied with the obligations in this Section. 
10. LICENSE COMPLIANCE
AURACHAIN may, at its expense and no more than once every 12 months, appoint its own personnel or an independent third party (or both) to verify that Customer’s use, installation, or deployment of the AURACHAIN platform comply with the terms of this Agreement and Customer agrees to provide all the required assistance and support during such verification.
11. NOTICES
Any notice given under this Agreement must be in writing by email to the following addresses (or addresses notified in writing by either Party):
 to AURACHAIN at  office@AURACHAIN.ch; 
and 
to Customer at  Customer’s email address 

12. PUBLICITY
AURACHAIN shall not publicly identify Customer as a customer and include Customer' name and logo on the AURACHAIN's website and other promotional and marketing materials, without prior written consent (such consent not to be unreasonably withheld).