FEBRUARY 2025
NPL RUNTIME DEVELOPER
LICENSE AND TERMS OF USE
THESE TERMS AND CONDITIONS CONSTITUTE A BINDING CONTRACT ON YOU AND GOVERN YOUR LICENSE TO THE NPL RUNTIME ENVIRONMENT FOR DEVELOPER PURPOSES (NPL RUNTIME DEVELOPER LICENSE) (THE “AGREEMENT”).
BY USING THE NPL RUNTIME ENVIRONMENT YOU AGREE TO BE BOUND BY THE LICENSE AND TERMS OF USE (TOGETHER THE “AGREEMENT”)
1. BACKGROUND
NOUMENA DIGITAL AG, a company incorporated in Switzerland, with registered number CHE-289.789.695 and registered address Oberdorfstrasse 9, Baar, CH-6340, Switzerland (Licensor, we, us or NOUMENA), has developed a language, the NOUMENA Protocol Language (NPL), a runtime system for this language (NPL Runtime Environment) and development and DevOps tools (Development and DevOps Tools) to support the usage of the aforementioned language and runtime system.
The User (you, yours) is licensed to use the NPL Runtime Environment for the purpose of evaluation, development and testing. You may not use the NPL Runtime Environment in a production environment or for any commercial usage. If you would like to use the NPL Runtime Environment for these purposes, see the section NPL Runtime Production Licenses below.
The purpose of NPL is to model multi-party agreements in terms of the roles and responsibilities (defined as permissions and obligations), of each of the parties to this Agreement and to clearly define these directly in NPL code. NPL allows the actions and data associated with these roles and responsibilities to be coded and then executed in the NPL Runtime Environment. The definitions, data and logic of such agreements are captured in source code as an NPL Protocol. NPL itself, the NPL Runtime Environment, the Development and DevOps Tools and how to use all of these components are documented at https://documentation.noumenadigital.com.
NPL-RUNTIME PRODUCTION LICENSES
For use in any production environment or for commercial purposes, you can license the NPL Runtime Environment as a cloud-based PaaS service (NPL RUNTIME NOUMENA-CLOUD, also NPL RUNTIME NC) or as self-managed on-premise software license (NPL RUNTIME ON-PREMISE). An overview of the current license models and their terms of use can be found at https://documentation.noumenadigital.com/licenses/. If you have questions about the license models you can contact us at paas-support@noumenadigital.com. Using the NPL Runtime Environment in a production capacity without licensing it pursuant to this section is a breach of this Agreement.
NOUMENA TOOLS AND PRODUCTS
You can find an overview of the current product offering, along with their respective licenses at https://documentation.noumenadigital.com/licenses/. NOUMENA products and tools are collectively referred to as the NOUMENA Products, and the respective licenses for these products are referred to as the NOUMENA Product Licenses.
Some NOUMENA Products will require certain third-party software. The specific third-party software needed for each NOUMENA Product is detailed on the following page: https://documentation.noumenadigital.com/licenses/. Please review this information to understand which third-party software is necessary for the operation of each NOUMENA Product.
THE DEVELOPMENT AND DEVOPS TOOLS AS WELL AS THE NPL RUNTIME ENVIRONMENT ARE AUTOMATICALLY AVAILABLE TO YOU ONCE YOU HAVE AN INTELLIJ IDEA, MAVEN OR DOCKER LICENSE. PLEASE NOTE THAT THESE MAY BE DOWNLOADED WITHOUT YOU HAVING TO ACCEPT THEIR LICENSE TERMS. IT IS YOUR RESPONSIBILITY TO REVIEW THE LICENSE TERMS IN THE HYPERLINKS ABOVE BEFORE USING THESE TOOLS.
NOUMENA ACCEPTS NEITHER RESPONSIBILITY NOR LIABILITY FOR THE USAGE OF ANY THIRD PARTY TOOLS WHICH MAY BE NECESSARY FOR THE OPERATION OF THE NOUMENA LICENSES. THESE ARE LICENSED TO YOU SUBJECT TO THE TERMS OF THE RELEVANT SUPPLIER.
The remainder of this license pertains specifically to NPL Runtime Developer License:
AGREED TERMS
2. Interpretation
The definitions and rules of interpretation in this section apply in this Agreement.
Applicable Law: any law (including common law or other binding law), statute, regulation, code, ordinance, rule, judgment, order, decree or directive or any determination by or requirement of a competent authority, as amended from time to time and as applicable to each party in relation to its provision of services to the other party pursuant to this Agreement.
Data: means the proprietary data which you may share with us, including Personal Data.
Data Protection Legislation: any and all data protection or privacy law applicable anywhere in the world to the Processing of Personal Data including Regulation 2016/679/EU, Directive 95/46/EC (GDPR), any and all national implementations of that directive including the UK GDPR, Data Protection Act 2018 and any and all similar or comparable laws, legislation and/or regulations in force from time to time.
The terms “Controller”, “Data Subject”, “Personal Data”, “Process”, and “Processor” shall have the meaning set out in the GDPR.
Derivative Works: the NPL code and any supporting documentation and diagrams, produced by a NOUMENA Product, whether in Source or Object form.
Development and DevOps Tools: An overview of the available Development and DevOps tools, along with instructions on how to access them, can be found here: https://documentation.noumenadigital.com/licenses/.
Harmful Code: viruses, worms or similar harmful code.
Intellectual Property Rights: all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not), and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
Object: 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.
Source: software source code, documentation source, and configuration files.
Website: https://documentation.noumenadigital.com/licenses/
3. Grant of License
3.1 Subject to the terms and conditions of this Agreement, we grant you a perpetual, worldwide, non-exclusive, no-charge, royalty-free, non-transferable, revocable license to use the NPL Runtime Environment to prepare Derivative Works for design, development, testing and non-commercial demonstration purposes. You may not use the NPL Runtime Environment for any commercial purpose or in a production environment.
3.2 The NPL Runtime Environment is strictly restricted to personal use on a laptop, notebook, or personal computer. You may not, nor may you allow any third party to deploy it for any commercial purpose under any circumstances.
3.3 You are permitted to deploy the NPL Runtime Environment on your own cloud or on-premise infrastructure solely for the purpose of creating Derivative Works for non-commercial demonstration and for (automated) testing purposes. You shall not install, deploy, or otherwise make the NPL Runtime Environment available on a server or cloud infrastructure for any other purpose.
3.4 You may only create and store the Derivative Works on computers, or in source code repositories, owned by you. YOU CANNOT PUBLICLY DEPLOY THE DERIVATIVE WORKS WHICH YOU HAVE CREATED USING THIS NPL RUNTIME DEVELOPER LICENSE UNLESS YOU HAVE EITHER AN NPL RUNTIME ON-PREMISE LICENSE OR NPL RUNTIME NC LICENSE OR ANOTHER NPL RUNTIME LICENSE FOR THE NPL RUNTIME THAT ALLOWS YOU TO PUBLICLY DEPLOY YOUR DERIVATIVE WORK.
3.5 You shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
3.5.1 license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit, or otherwise make the Derivative Works available to any third party unless the third party has a NOUMENA Product License;
3.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the NPL Runtime Environment;
3.5.3 access all or any part of the NPL Runtime Environment in order to build a competing product or service; or
3.5.4 introduce any Harmful Code to the NPL Runtime Environment.
3.6 You shall use appropriate hardware and software to use the NPL Runtime Environment and will take appropriate security precautions to prevent unauthorized access to your own computer systems.
3.7 You may not use the NPL Runtime Environment other than as specified in this Agreement without our prior written consent.
4. Intellectual Property Rights
4.1 All copyright, database rights and other Intellectual Property Rights in the NPL Runtime Environment shall belong to us or our licensors and you shall have no rights in respect of any of them except the right, as expressly granted under this Agreement, to use them in accordance with this Agreement.
4.2 You agree not to remove, suppress or modify in any way any proprietary marking, including any trade-mark or copyright notice, on or in the NPL Runtime Environment.
4.3 You shall own all right, title and interest in and to all of the Derivative Works which you create using the NPL Runtime Environment and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Derivative Works.
5. Your Obligations
5.1 You undertake:
5.1.1 to comply with the acceptable usage policy and privacy policy, which are on our Website;
5.1.2 to use the latest versions of the NPL Runtime Environment; and
5.1.3 to comply with all Applicable Laws and regulations in relation to your activities under this Agreement.
5.2 You confirm that we are not responsible for checking Data (including for Harmful Code). We shall not be responsible or liable for any loss, destruction, alteration or disclosure of your Data.
6. Our Obligations
6.1 We have and will maintain all necessary licenses, consents, and permissions necessary for the performance of our obligations under this Agreement.
6.2 Unless required by Applicable Law or agreed to in writing, Licensor provides the NPL RUNTIME ENVIRONMENT on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING OR REDISTRIBUTING THE DERIVATIVE WORKS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR EXERCISE OF PERMISSIONS UNDER THIS AGREEMENT.
7. Liability
7.1 In no event, whether in tort (including negligence), contract, or otherwise, unless required by Applicable Law or agreed to in writing, shall we be liable to you for damages, including any direct, indirect, special, incidental, or consequential damages arising as a result of this NPL Runtime Developer License or out of the use or inability to use the Derivative Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if we have been advised of the possibility of such damages.
7.2 You will indemnify us and keep us indemnified against any loss, damage, claim or expense arising out of any claim that the storage of (a) your Data via the NPL Runtime Environment by us infringes the Intellectual Property Rights of any third party; or (b) Personal Data uploaded by you using the NPL Runtime Environment infringes Data Protection Legislation.
8. Termination
8.1 We may terminate this Agreement immediately if you fail to comply with the terms of this Agreement.
9. Assignment
9.1 We may assign, sub-contract or otherwise transfer any of our rights or obligations under this Agreement without your consent. You may only assign, sub-contract or otherwise transfer any of your rights or obligations with our prior written consent.
10. Severability
10.1 If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
11. Waiver
11.1 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
12. Entire Agreement
12.1 Each party acknowledges that in entering into this Agreement, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this Agreement. Except as expressly provided in this Agreement all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation. This Agreement and, if applicable, the Commercial Terms of Use (which apply if you are required to pay to use NPL Products)contain the only agreement(s) between the parties.
12.2 You will be notified of any changes to this Agreement on our Website. Changes to the Agreement will take effect immediately upon such publication.
13. Third Party Rights
13.1 A person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
14. Data Protection
14.1 Each party shall comply with its obligations under the Data Protection Legislation Neither party shall by any act or omission, deliberately put the other party in breach of the Data Protection Legislation and each party shall use all necessary measures to ensure that it does not put the other party in breach of the Data Protection Legislation.
14.2 We will use your Personal Data and any information we obtain from you to provide you with our services, for administration and customer services. We may keep your information for a reasonable period for these purposes.
14.3 We may transfer Personal Data outside the European Economic Area (EEA) if necessary for the above purposes and you acknowledge that if the receiving country is outside the EEA, it may not have the same standards of data protection.
14.4 You confirm that you have all necessary licenses and consents to enable us to use your or a relevant third party’s Personal Data as set out in this clause and you shall indemnify us against any liability that we may incur as a result of Your failure to obtain such consents.
15. No Partnership or Agency
15.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16. Governing Law
16.1 This Agreement shall be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.