“You” or “Your” means the individual or legal entity that is accessing Software through this code repository.

“Digital Asset” means Digital Asset Holdings, LLC, a Delaware Limited Liability Company with offices at 4 World Trade Center, 150 Greenwich St., 47th Floor, New York, NY 10007, or any of its subsidiaries or affiliates.

“Software” means any goods, licensed materials, documentation, or software (including object and/or source code) made available for download by Digital Asset via this code repository.

If You are using the Software contained in this code repository pursuant to a Master Product Agreement, Evaluation Agreement, or other similar software license agreement (the “License Agreement”) signed between You and Digital Asset and which remains in effect as of the date You access the Software, and such use of the Software is for the purpose set forth in the License Agreement, the License Agreement shall govern your use of the Software.

If You:

1. have not signed a License Agreement with Digital Asset or Your License Agreement with Digital Asset is no longer in effect, and
2. You are not using the Software for internal evaluation and education purposes related to the Canton Network Application Quickstart (as set forth in Sections 3 and 4 herein),

You are not authorized to access or use the Software.

Notwithstanding whether You are a party to a License Agreement between You and Digital Asset, if You are using the Software contained in this code repository for internal evaluation and education purposes related to the Canton Network Application Quickstart (“QuickStart”, available at https://github.com/digital-asset/cn-quickstart), Your use of the Software is exclusively subject to the terms and conditions set forth in Section 4 herein (the “Quickstart T&Cs” or the “Agreement”, as applicable).

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE, ACCEPT, AND AGREE TO BE BOUND BY THE QUICKSTART T&CS.

As between Digital Asset and You (each individually a “Party” and collectively, the “Parties”), Digital Asset exclusively retains and owns all right, title, and interest, including but not limited to any and all intellectual property rights, in and to the Software and any and all improvements, updates, modifications, derivatives, or enhancements thereof.

1. The Software is proprietary to Digital Asset and is licensed, not sold. Your rights to use the Software are limited to those expressly granted in these T&Cs.

2. Digital Asset hereby grants to You a revocable, limited, non-exclusive, royalty-free, non-transferable, non-sublicensable, and non-assignable license to use the Software solely for internal evaluation and education purposes related to using Quickstart to develop a Canton Network application for the Global Synchronizer (the “Quickstart Purpose”) and not for any other purpose.

3. You shall not:

   • Use the Software for any purpose other than the Quickstart Purpose
   • Publicly demonstrate the Software
   • Market, sell, or distribute the Software or derivatives
   • Use in third-party accessible applications (except Global Synchronizer DevNet)
   • Sublicense, rent, or lease the Software
   • Remove proprietary notices
   • Reverse engineer or attempt to derive the source code
   • Publish results of performance testing

4. Upon termination of this Agreement, You shall immediately stop all use of, and delete all copies of, the Software and all derivatives thereof.

You may provide comments or analysis regarding the Software (“Feedback”). You grant Digital Asset a worldwide, fully paid, irrevocable, perpetual, and non-exclusive license to use such Feedback in any manner.

Digital Asset is not obligated to provide training or support services with respect to any Software. You may submit questions or requests to Digital Asset related to the Software via email, telephone, or Slack, and Digital Asset may, in its sole discretion, choose to respond to such questions or requests. You acknowledge that Digital Asset may not be able to respond to any questions or requests submitted by You and such questions or requests may only be addressed by Digital Asset at such time that Digital Asset has the capacity to respond.

You represent and warrant that:

• You have the legal authority to enter this Agreement
• You understand and accept this Agreement

THE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES, EXPRESS OR IMPLIED. DIGITAL ASSET DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

You must maintain the confidentiality of the Software, the Agreement, and any evaluation information. You must not use or disclose such Confidential Information except for the Quickstart Purpose.

IN NO EVENT SHALL DIGITAL ASSET BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE SOFTWARE.

This Agreement is effective for six (6) months from the date of first access. Either Party may terminate it at any time with notice. Sections 4.a.i., 4.a.ii.3–4, 4.a.iii., 4.b.ii., 4.c., 4.d., 4.f., and 4.g. survive termination.

This Agreement is governed by the laws of the State of New York. All disputes will be handled in New York courts. Both Parties waive the right to a jury trial. The UN Convention on Contracts for the International Sale of Goods does not apply.

Each Party has had the opportunity to review this Agreement. The term “including” means “including without limitation.”

You must comply with all applicable U.S. export control laws and sanctions regulations.

No amendment or waiver will be valid unless in writing and signed by both Parties.

If any part of this Agreement is held invalid, the remainder remains in effect.

This Agreement does not confer rights to any third party.

Any breach of Sections 4.a. or 4.c. entitles the aggrieved Party to seek injunctive relief.

This Agreement constitutes the full agreement between the Parties. You may not assign it without written consent from Digital Asset.