Part D - Corda Enterprise and Corda Network Services
Effective as of 31 January 2022.
This Part D applies to all Members.
1. Corda Enterprise and Corda Network
1.1 Corda Enterprise.
1.1.1 The Member acknowledges and agrees that System is dependent on Corda Enterprise and Contour is authorised to grant, and automatically provides:
(a) a Corda Enterprise Sublicence for Self-Managed Members; or
(b) a Corda Enterprise SAAS Right for Cloud Members.
1.2 Corda Network Services.
1.2.1 Contour shall provide the Corda Network Services to the Member as a Sponsored Participant in accordance with the CNS Agreement.
1.2.2 The Member acknowledges that the Platform utilises the Corda Network Services, and that the Member’s use of the Platform requires Member to be a Sponsored Participant with its own unique Participation Certificate.
2. Self-Managed Member - Corda Enterprise Sublicence
2.1 This Clause 2 of this Part D shall only apply if the Member is a Self-Managed Member, and shall not apply if the Member is a Cloud Member.
2.2 In consideration of and subject to the terms, conditions, obligations and restrictions set forth in this Agreement, Contour hereby grants to Member, and Member hereby accepts, a worldwide, revocable (solely in accordance with the terms of this Agreement), non-exclusive, non-sublicensable (except in accordance with Clause 2.3 of this Part D) and non-transferable right and licence during the Agreement Term to:
2.2.1 Use Corda Enterprise (in Object Code form only) solely with Corda Enterprise configured as a User Node only in connection with the Contour Application and limited to purposes of communicating on a network using Corda Enterprise (including for the testing of the Contour Application); and
2.2.2 use the Corda Enterprise Documentation from time to time to satisfy its own internal requirements only
in connection with the Contour Application,
(the “Corda Enterprise Sublicence“).
2.3 Subject to Clause 8 of Schedule 1 of Part B, the Member shall not grant any further licences, sublicences or use rights in respect of the Corda Enterprise Sublicence.
3. Cloud Member - Corda Enterprise SaaS Right
3.1 This Clause 3 of this Part D shall only apply if the Member is a Cloud Member, and shall not apply if the Member is a Self-Managed Member.
3.2 In consideration of and subject to the terms, conditions, obligations and restrictions set forth in this Agreement, Contour hereby grants to Member, and Member hereby accepts, a worldwide, revocable (solely in accordance with the terms of this Agreement), non-exclusive, non-sublicensable and non-transferable right during the Agreement Term to:
3.2.1 access and use Corda Enterprise on a software-as-a-service basis only in connection with the Contour Application (including for the testing of the Contour Application); and
3.2.2 use the Corda Enterprise Documentation from time to time to satisfy its own internal requirements only in connection with the Contour Application,
(the “Corda Enterprise SAAS Right“).
3.3 The Member shall not grant any further licences, sublicences or use rights in respect of the Corda Enterprise SAAS Right.
4. Modifications
4.1 Where the Member is a Self-Managed Member:
4.1.1 Contour will, as and when those are made available by R3 and validated for compatible use with the Contour Application, provide the Member with access to Upgrades of Corda Enterprise in accordance with the relevant sections of the Support Handbook.
4.1.2 Contour and R3 shall have no liability for any claims that may arise as a result of Member’s failure to: (i) in a timely manner install such type of Upgrade as is specified in the Support Handbook; and (ii) as soon as practicable after provision thereof commence the use of such Upgrade according to the provisions of the Support Handbook; and
4.1.3 Contour and R3 assume no responsibility for the correctness of, performance of, or any resulting incompatibilities with, current or future releases of Corda Enterprise if Member has made or implemented changes to the system hardware/software configuration inconsistent with the Corda Enterprise Documentation (including any documentation accompanying the relevant Upgrade).
4.2 Contour shall use Commercially Reasonable Efforts to ensure that Upgrades provided by Contour will not degrade, impair or otherwise adversely affect the performance or operation of Corda Enterprise. Member expressly acknowledges that Adaptations and Modifications to Corda Enterprise distributed by Contour and/or R3 may change the functionality of Corda Enterprise and integration with other systems, and may not be backward compatible with earlier versions of Corda Enterprise.
5. R3 Support Services
5.1 The Member shall have the right to contact Contour in accordance with the procedures set out in the relevant section of the Support Handbook. Contour shall, as soon as may be reasonably practicable after Member has contacted Contour for support, determine whether the technical issue can be attributed to either (i) the Contour Application or (ii) Corda Enterprise. The Member shall provide all reasonable assistance that Contour may require in this regard.
5.2 If the technical issue raised by the Member pursuant to Clause 5.1 of this Part D is attributed by Contour to Corda Enterprise, Contour shall notify the Member accordingly and shall then liaise with R3 for the provision of the required support to resolve the issue.
5.3 The Member shall not contact R3 directly for support in relation to Corda Enterprise, but this shall not prejudice the Member’s ability to contact R3 directly pursuant to separate agreements that the Member has with R3 in respect of other products offered by R3.
6. R3 Intellectual Property
6.1 The following, including all Intellectual Property, title and interest therein, and all Upgrades and other Adaptations and Modifications (as applicable) (including as developed by R3 in the course of providing support services to Contour or the Member), are owned or licensed by, and are proprietary to, R3:
6.1.1 Corda Enterprise;
6.1.2 any related documentation that may be provided under this Agreement (including the Corda Enterprise Documentation); and
6.1.3 all trademarks, service marks, trade names, logos or other words or symbols identifying R3, Corda Enterprise or the R3 business,
(collectively, “R3 IP“).
6.2 Except as expressly provided in this Agreement, Contour grants no rights or licences in or to Corda Enterprise or the Object Code or Source Code of Corda Enterprise. All rights and licences to Corda Enterprise not expressly granted in this Agreement are hereby reserved by R3. No title to or ownership of any part of the R3 IP (including the Source Code of Corda Enterprise) or proprietary rights related thereto is transferred to the Member under this Agreement.
7. R3 Indemnities
7.1 R3 Indemnities. Member, at its own expense, will indemnify, defend and hold harmless the Contour Indemnitees from and against any and all Losses directly resulting from any Third Party Claim against any Contour Indemnitee arising from the Member’s breach of its obligations under:
7.1.1 Clause 8 of Part A in respect of the Corda Enterprise Sublicence or the Corda Enterprise SAAS Right (as applicable); and
7.1.2 Clauses 2 (in the case of a Self-Managed Member) or 3 (in the case of a Cloud Member) of this Part D.
