This End User Licence Agreement ("Agreement") is entered into between Demerzel Solutions Limited, a company incorporated in the United Kingdom ("Licensor," "we," "us," or "our"), and the end user ("Licensee," "you," or "your"). This Agreement governs the use of the Starknet RPC Node Virtual Machines (the "Product") provided by Licensor through the Google Cloud Platform Marketplace (“GCPM”). By using the Product, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement as well as the Google Cloud Marketplace Terms of Service (“GCM ToS”) from the date you start using the Product.
Definitions:
1.1. “Commercial Purposes” refers to any activity undertaken with the intention of generating profit, revenue, or financial gain.
1.2. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Ms independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Licensee Data is considered Licensee's Confidential Information.
1.3. “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Product and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship.
1.4. “Sepolia” is one of the Ethereum testnets, that allow developers to test their smart contracts and decentralized applications without using real Ether.
1.5. “Intellectual Property Rights” means and includes all current and future worldwide rights under patent (including patent applications and disclosures), inventions, know-how, copyright, trade secret, trademark, and moral rights laws, and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.6. “Licensee Data” means all data uploaded to the Product by Licensee or on Licensee’s behalf. Licensee Data does not include Performance Data (as defined in clause [8]).
1.7. “Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
1.8. “Operating System” or “OS” is a system software that manages computer hardware and software resources, and provides common services for computer programs.
1.9. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
1.10. “Performance Data” means data relating to the Licensee’s use of the Product, excluding any personal data.
1.11. “RPC Node” is a node that exposes a remote procedure call (“RPC”) interface, allowing external entities (such as developers or applications) to interact with the node.
1.12. “RPC Provider Service” refers to a service that offers RPC capabilities within Starknet or any other blockchain network.
1.13. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
1.14. “Starknet” is a protocol that utilises zk-STARKs (zero-knowledge succinct transparent arguments of knowledge) to achieve scalability while maintaining the security and decentralization of the Ethereum blockchain.
1.15. “Starknet RPC Node for Mainnet” is a node that allows developers and applications to send transactions, query data, and interact with the Starknet protocol on the “Ethereum Mainnet” which is a live and production-ready blockchain network.
1.16. “Starknet RPC Node Virtual Machine” or “VM” means and includes an image/snapshot of the Starknet RPC Node for Sepolia, Starknet RPC Node for Mainnet and any other RPC Node(s) that may be launched by the Licensor on GCPM and used by you in the future.
1.17. “Starknet RPC Node for Sepolia” is a node that enables developers to interact with the Starknet protocol on the Sepolia testnet using RPC and thereby provides a testing environment for developers to experiment with Starknet functionalities without interacting with the Ethereum Mainnet. Notwithstanding the above, Licensor may provide the VM on a different testnet in the future.
1.18. “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
License to Use
2.1. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a worldwide, non-exclusive, non-transferable, non-sub-licensable, revocable license to use the Product solely for the purpose of building and managing your own RPC Node server. Licensee is solely responsible for the deployment, configuration, and ongoing management of the server and other underlying infrastructure. Licensee shall use the Product in accordance with any documentation provided by Licensor. Any deviations from recommended practices outlined in the documentation are at the sole risk of Licensee.
2.2. The Product may include open-source components, each subject to its respective open-source license. Except for the express licenses granted herein, no other licenses are granted, whether by implication or otherwise.
Operating System and User’s Responsibility for Future Updates
3.1. During the development of the Starknet RPC Node Virtual Machine for submission to the GCPM, Licensor uses the latest version of the chosen Operating System. However, upon purchase and deployment of the VM, Licensee acknowledges that the Licensee becomes responsible for the ongoing maintenance, including security updates and patches, of the operating system and associated software. Licensor shall not be responsible for staying current with the security patches and/or updates released by the chosen OS. Licensee is responsible to keep the Licensee’s server (started on GCPM using our VM) current with the latest security updates. Licensee's failure to do so may expose the RPC Node to potential vulnerabilities, and Licensor shall not be held liable for any issues arising from Licensee's failure to apply necessary updates.
3.2. Licensee is solely responsible for the management, security, and service status of the RPC Node server deployed on the provided VM. Licensor is not responsible for any issues arising from Licensee's use, configuration, or management of the server.
Payment Terms
Licensee agrees to pay Google (i.e. the owner and operator of GCPM) the Customer Charges (as defined under the GCM ToS) associated with the provided VM. In consideration for the license granted herein, Licensor shall receive its share of the payment from Google as agreed upon in a separate agreement entered into with Google (“Vendor Agreement”). Licensee must note that Google reserves the right to issue refunds, in its discretion.
Intellectual Property
5.1. The Product, including all associated Intellectual Property Rights, is and shall remain the exclusive property of the Licensor. This Agreement does not convey any ownership rights, implied or otherwise, to the Licensee other than the limited right to use the VM in accordance with the terms of this Agreement.
5.2. As between the Licensee and Licensor, Licensee owns all Intellectual Property Rights in the Licensee Data.
5.3. At its option, Licensee may provide feedback and suggestions about the Product to the Licensor (“Feedback”). If Licensee provides Feedback, then Licensor and its affiliates may use that Feedback without restriction and without obligation to Licensee.
Restricted Uses
Licensee acknowledges and agrees to the following restrictions on the use of the Product:
6.1. Licensee shall not engage in, and shall prevent any third party from engaging in, any action that undermines the integrity, security, or functionality of the Product. This includes, but is not limited to, reverse engineering, decompiling, disassembling, or attempting to derive the Source code of the Product.
6.2. Licensee shall not reproduce, distribute, modify, adapt, translate, or create Derivative Works based on, the Product.
6.3. Licensee agrees not to remove, alter, or obscure any proprietary notices or labels on the Product, including copyright, trademark, and other intellectual property notices.
6.4. Licensee shall not mirror, sell, resell, sub-license, rent, lease or otherwise transfer the Product or any rights granted herein, to any third party.
6.5. Licensee shall not interfere with, or disrupt the integrity or performance of, the Product, or any data or content contained therein or transmitted thereby.
6.6. Licensee shall not use the Product for any purpose other than the intended use as specified under clauses 2 and 7 of this Agreement. Any unauthorized use, including but not limited to use for illegal or malicious activities, is strictly prohibited.
6.7. Except as expressly permitted under clauses 2 and 7 of this Agreement, Licensee shall not use the VM, or any part thereof, for the purpose of creating a line of business, including but not limited to an RPC Provider Service, and selling monthly subscriptions or services to third parties. The Licensee may not mark-up the VM or resell it for any Commercial Purposes.
6.8. Licensee shall not use the VM to create a service that directly competes with the Licensor or any of its subscription-based RPC services.
6.9. Licensee shall not use the Product in a manner that violates any applicable laws, intellectual property rights, privacy rights, or other rights of any third party.
Permitted Uses
7.1. Licensee is authorized to use the VM provided by Licensor solely for the purpose of deploying and running the Licensee’s own RPC Node server for personal or internal business purposes.
7.2. Where the Licensee’s decentralized application (“dApp”), protocol, or service within the Starknet network uses the VM to run their own RPC endpoint, it is acknowledged that all end users of the dApp, protocol, or service are indirectly utilising the VM for the purpose of accessing the RPC Node. This would constitute a permitted use of the Product.
Data Processing
8.1. Licensor may collect and analyze Performance Data. Licensor may use this information for its own business purposes, including to improve the Product, monitor and analyse activities in connection with the Product, as well as to create anonymized statistics for Licensor’s own marketing purposes.
8.2. Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the data processing addendum, each party will comply with the Privacy Policy, as available at this address: RPC Privacy Policy. The Privacy Policy is incorporated into this Agreement by reference.
8.3. Licensor will implement reasonable technical and organizational safeguards designed to protect Licensee Data against unauthorized loss, destruction, alteration, access, or disclosure.
8.4. Licensor will not access or use Licensee Data except as necessary to provide the Product.
Confidential Information
9.1. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) 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.
9.2. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Licensee is responsible for responding to all third party requests concerning its use of the Product.
Term and Termination
This Agreement is effective from the day you start using the Product until terminated by either party. Licensee may terminate this agreement by providing 15 days’ notice to the Licensor. Licensor reserves the right to terminate this license at any time for any reason and where reasonably feasible agrees to provide 7 days’ notice to the Licensee before termination. Upon termination, Licensee must cease all use of the Product and discharge its payment obligations to the Licensor up to the date of termination. The Licensee understands and agrees that Google has the right to terminate this agreement in accordance with the GCM ToS as well as the Vendor Agreement and it may do so with immediate effect in certain circumstances as detailed under the respective agreements.
Indemnity
11.1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any of your end users.
11.2. We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any losses arising solely from an unaffiliated third-party allegation that use of Licensor’s Product infringes or misappropriates the third party's Intellectual Property Rights.
11.3. This indemnification clause will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to the indemnifying party's technology by anyone other than the indemnifying party; (c) combination of the indemnifying party's technology with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Product or OS.
11.4. In addition to Licensor’s indemnity obligations, if the Product becomes, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may at its sole option and expense: (i) procure for Licensee the right to make continued use of the Product; (ii) replace or modify the Product so that they become non-infringing; or (iii) terminate this Agreement.
11.5. The indemnity obligations under this clause are conditioned on the following:
11.5.1. The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this clause prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations will be reduced in proportion to the prejudice.
11.5.2. The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.
11.6. This section sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.
Disclaimer of Warranties
THE PRODUCT IS PROVIDED "AS IS'' WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE CUSTOMER CHARGES LICENSEE PAID FOR THE PRODUCT DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Licensee’s payment obligations and its obligations under the Indemnity clause; or (iv) any liability that cannot legally be limited.
All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to the Licensor is legalnotices@nethermind.io. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).
Amendments
15.1. The Licensor may make changes to this Agreement from time to time which shall become effective immediately.
15.2. Your continued use of the Product after such change will constitute your consent and agreement to such changes.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles. The parties agree that the courts of England and Wales have exclusive jurisdiction in relation to the determination of disputes between them relating to the Agreement.
The Product and related documentation may be subject to export control laws and regulations. Licensee may not access or use the Product, or any underlying information or technology except in full compliance with all applicable export control laws. None of the Product(s), or any underlying information or technology may be accessed or used (a) by any individual or entity in any country to which the United States has embargoed goods; or (b) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. You will comply with all Applicable Laws related to export and reexport (“Export Control Laws”), including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce; (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
Licensees may not assign or transfer their rights or obligations under this Agreement. Neither party nor their affiliates will be liable for any delay or failure to fulfil obligations under this Agreement due to causes beyond their reasonable control, including acts of God, telecommunications failures, cyber attacks, natural disasters, pandemics, government actions, terrorism, or war. This Agreement does not create any agency, partnership or joint venture between the parties. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. This Agreement does not confer any benefits on any third party unless it expressly states that it does. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.