Scytáles Wallet Terms of Use

These Scytáles Wallet Terms of Use (the “Agreement”) are made and entered into effective the date that you download the Scytáles Wallet software (the “Date”), by and between Scytáles AB, Polygonvagen 53, 187 Taby, Sweden (“SCY”), and you and/or the organization that you represent (the “Customer”).  SCY and Customer are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties.” 

These Terms set forth the terms and conditions upon which SCY licenses the Customer to use the Scytáles Wallet software. 

1. Definitions.

a.       “Affiliate” means any entity which is, directly or indirectly, controlling, controlled by, or under common control with Customer.

b.      “Product(s)” mean the Scytáles Wallet Software and Software Developer Kits (SDKs).

c.       “Software” means machine-readable instructions and data (and copies), and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures.

2, Ownership and License Grant.

a.       Intellectual Property Ownership.  SCY owns all right, title and interest in and to the Products, their related components and associated media and materials including any related documentation such as standard training, user or reference manuals delivered in machine readable form or on-line at the SCY website and any and all patents, copyrights, moral rights, trademarks, trade secrets, designs and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing embodied therein (“Intellectual Property Rights”). The Products are licensed, not sold, to Customer.  There are no implied licenses and SCY retains all rights not expressly granted to Customer.  All corrections, bug fixes, enhancements, updates, additions, or new releases (“Updates”) created by or on behalf of SCY and provided or made available to Customer will, together with all applicable Intellectual Property Rights, be owned by SCY, but will be included as part of the Products for purposes of the license granted to You hereunder.

b.      License Rights. SCY hereby grants to Customer, and Customer accepts, a non-exclusive, non-transferable, non-sublicensable, revocable and limited license (the “License”) to access, use, and copy the Products, in object code form as authorized in Section 2(c) or source code form, subject to Sections 2(c) and 2(e).

c.       Permitted Uses.

i.       A license key shall be provided for Customer’s use with the Products.  Customer may install and use the Products, subject to any other limitations agreed between the Parties.  Development, deployment, and use of the Products is only allowed in an application developed by Customer and on Customer’s behalf (the “Application”).

ii.      The Products are in “use” on a computer, tablet, mobile device or web browser when they are loaded into temporary memory (e.g., RAM) or installed into permanent memory (e.g., hard disk or other storage devise) of that device.

iii.       Solely with respect to the documentation included or otherwise made available as part of the Products, Customer may make copies (either in hardcopy or electronic form); provided, that such copies shall be for Customer’s internal use only as required to exercise Customer’s rights hereunder and are not to be republished or distributed to any third party.

iv.      All copies of the Product or the included/available documentation made by Customer or anyone working on Customer’s behalf shall include Scytáles copyright, trademark, service mark, and other proprietary notices in the same form and location as the notice appears on the original work.

d.      Prohibited Uses.

i.      You may not without the prior written permission of Scytáles:

1. disassemble, decompile or “unlock”, decode, reverse-compile, or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Products which are provided in object code form only, or create any derivative works of the Products except as expressly permitted in Section 2(e);

2. by any means sell, transform, translate, assign, pledge, mortgage, encumber, or otherwise dispose of any of the Products or SCY’s  Intellectual Property Rights or any of the rights or obligations granted or imposed hereunder.  In no case shall this agreement, or any rights or privileges hereunder, be an asset of Customer under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; provided, however, this agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns;

3. use, copy, modify, adapt or create derivative works of the Products and any accompanying documents except as permitted herein;

4. transfer, rent, lease, sublicense or otherwise commercially exploit the Products, unless as expressly allowed by Scytáles;

5. Use the Products in any way conflicting with the Restrictions imposed on use of the Products on Page 1 of the Agreement.

e.       Source Code.

i.       The Products and documentation may include human-readable “Source Code” for the application to function, including demonstration Source Code. Customer shall be and hereby is granted a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to distribute this Source Code as part of Customer’s Application.

ii.      Customer may not otherwise distribute the Source Code in any other form than as a re-distributable library that delivers the necessary functionality of the Products in Customer’s Application.

iii.      Under no circumstances may any Source Code be used, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any SCY product. You will not take any action or assist or otherwise aid anyone else in taking any action that would limit SCY’s independent development, sale, assignment, licensing or use of its own software or any modification, enhancement, derivative work and/or extension thereto.

f.        Redistributable Components.

i.      In addition to the license and rights granted above, SCY grants Customer a non-exclusive, revocable and limited license right to reproduce and distribute, in object code form, those portions of the Products to be included in Customer’s Application for end users in their mobile devices (collectively the “Redistributables”); provided that:

1. Customer distributes the Redistributables in object code form only in conjunction with and as part of Customer’s Application;

ii.      Customer includes with the Redistributables a copy of the then-current Scytáles End User License Agreement, available at http://www.scytales.com , which Customer will have bind all End Users of Customer’s Application regarding the Redistributables that form part of Customer’s Application; and

iii.      Customer shall not use the SCY name, logo or trademarks to market Customer’s Application without our express written approval.

g.      Data Security.  Customer is responsible for and shall maintain access controls and system security requirements in the hosting applications and devices in which Customer is using the Products, as required for data security, confidentiality, authorization, authentication, and virus detection and eradication. SCY does not store, maintain or otherwise host any of Customer’s data or personal information on its servers, websites or cloud-hosted provider services. As part of this Agreement, however, you agree that SCY can collect aggregated, non-personalized information on the total number of installations, users and transactions using the Products for billing purposes.

3. Support and Product Modification.

a.      Product Updates.  SCY shall make commercially reasonable efforts, during the term of the Agreement, to provide Software updates for the Products so that they continue to function generally as described in their product documentation on the computer and mobile operating systems stated in such documentation.  SCY shall notify Customer of all updates to the Products. If, due to new versions of operating systems, new standards requirements, or other significant changes, product updates would require substantial additional work from SCY in order to maintain the functionality of the Products with such changes, SCY may, in its sole discretion, require Customer to pay an additional fee in order to continue receiving product updates for such Products.

b.      Technical Support.  SCY shall provide on-going technical support to Customer via e-mail.  SCY will make commercially reasonable efforts to respond to all technical support requests within 2-3 business days of receipt.  If SCY determines that significant engineering time will be needed to address such technical support, SCY may provide a quotation to Customer for the costs associated with such support, and will only implement such support after Customer agrees to pay the associated costs for such support.

c.       Service Level Agreements.  If Customer requires higher levels of support from SCY, the Parties may agree to a higher level of support as part of a Service Level Agreement (SLA), to be negotiated separately by the Parties. 

d.      Product Modification.  SCY reserves the right to make changes in the design or specifications of the Products, including the addition or removal of features.  Customer is not authorized to modify the Products.  SCY is not liable for any issue arising from any unauthorized modification. 

4. Reporting and Auditing.

a.      Automatic Reporting of Installations, Installed Users, and Transactions.  The Products shall report back to SCY automatically each month with the total number of installations, installed user base for the Products, and total monthly number of transactions.  This data is reported in the aggregate, and no personally identifiable user or transaction information shall be reported to SCY except as needed for specific technical support requests.  In the event that the Products are unable to report back to SCY automatically for any reason, Customer will be responsible for accurately reporting to SCY the total number of installations, installed user base for the Products, and total monthly number of transactions. 

b.      Audits.  Customer agrees that SCY has the right to audit and take copies of Customer’s records for compliance with this Agreement.  “Records” means your books, including electronic records and original documentation.  SCY will provide reasonable notice of an audit, and Customer shall give SCY or its third-party auditors prompt access to the Records during normal business hours.  SCY has the right to Audit Customer’s Records for three (3) years after termination of the Agreement.  Each Party shall bear its own costs associated with an audit, however if that audit reveals a deviation from Customer’s obligations under this Agreement, Customer agrees to pay SCY’s reasonable audit costs in addition to any other amounts that may be owed.

5. License Key.

a.      License Key Provision. SCY shall provide Customer a license key for the Products within 15 business days of receiving payment of the initial software licensing fee.

6. Marks.

a.       SCY’s Use of Customer’s Name and Logo.  Customer agrees that SCY may use Customer’s name and logo solely for marketing and promotional purposes in a list of customers of SCY Products.  SCY agrees to use such names and logos in good faith and in a manner that preserves their value and will not make any other use of such names and logos without the prior written consent of Customer.

7. Term and Termination

a.       Term of Agreement.  This Agreement shall initially be effective for three (3) years from the Date (the “Initial Term”).  Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms (the “Renewal Terms”), unless either Party provides thirty (30) days’ notice to the other Party that they do not wish the Agreement to be renewed.  The pricing during any Renewal Term will change as described in Section 7(a).

b.      Termination. This Agreement may be terminated immediately by either party if:

i.      The other party becomes insolvent, is dissolved or liquidated, makes a general assignment of the benefits of its creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for a substantial part of its assets;

ii.      The other party has committed a material breach—including but not limited to the non-payment or short payment of any invoice issued by SCY—and such breach has not been cured within fifteen (15) days of receipt of a written notice of such breach; or

iii.      Any change in law or regulation that would: (i) make this Agreement or material portion of a party’s performance under this Agreement illegal, or (ii) require that any material terms of this Agreement be extended to any non-party.

c.       Effect of Termination.  Upon Termination for cause, Customer shall immediately discontinue the use of the Products, and shall delete all copies of the Products.  SCY shall immediately revoke all license keys of Customer.  Customer shall pay SCY any amounts due under this Agreement up to and including the date of termination.

d.      Survival of Provisions.  The provisions of Sections 2(a), 4, 11, 12, 13, 14, and 15(e) shall survive any termination of this Agreement.

8. Warranties.

a.       Functionality.  SCY warrants that, for the term of this Agreement, that when operated according to the technical product documentation, the Products shall perform substantially in accordance with the functional specifications listed in their technical documentation.  In case of breach of this warranty, SCY shall: (a) repair the Products; (b) replace the Products with software of substantially similar functionality; or (c) if such attempts do not succeed after 15 days, refund all amounts paid by Customer for the Product at issue for a period of one month prior to Customer’s notification to SCY of a breach of this warranty, in which case Customer shall promptly cease all use of that Product. The preceding sentence, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and SCY’s entire liability for breach of this warranty of functionality.

b.      Performance.  For any services performed by SCY under this Agreement, SCY represents and warrants that such services will be performed in a good and workmanlike manner consistent with best industry practices.

c.       Non-Reliance.  Customer acknowledges and agrees that SCY has not made and is not making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in this Section 9, and that it is not relying and has not relied on any representations whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 9.

9. Confidentiality. 

a.       Customer acknowledges and agrees that the Products provided to Customer, as well as any Source Code, Updates and modifications thereto contain trade secrets, know-how and other confidential and proprietary information including, without limitation, the concepts, techniques, ideas, algorithms, methods, and structure and design elements embodied and expressed in any computer programs or modules included in the Products, as well as the structure, sequence and organization of such programs or modules (“Confidential Information”) that is the exclusive property of SCY, the development of which required the expenditure of considerable time and money by SCY. Customer further acknowledges that any disclosure to third parties of the Confidential Information may cause immediate and irreparable harm to SCY.

b.      Customer agrees to maintain in confidence the Products, Source Code, any Updates and modifications as well as all Confidential Information by using at least the same physical and other security measures as Customer uses for its own confidential technical information and documentation, but in no event less that a commercially reasonable standard of care. Customer further agree not to disclose the Products, Source Code, any Updates and modifications and the Confidential Information to anyone other than those who have a need to know or obtain access to such Confidential Information in order to support Customer’s authorized use of the Products and who are bound to protect the Products, Source Code, any Updates and modifications and such Confidential Information against any other use or disclosure. Customer shall be fully responsible for its employees’ or consultants’ compliance with this Section 10. These obligations shall not apply to any portion of the Products, Source Code, any Updates and modifications or Confidential Information which is: (i) generally available to the public, or (ii) independently developed by Customer without reliance on the Confidential Information, or (iii) approved in writing for release by SCY without restriction.

10.  Compliance with Laws. 

a.       Each Party shall comply with all applicable laws relating to this Agreement.

b.      Customer shall ensure that use of the Products by Customer conforms with all applicable laws and regulations in the jurisdictions in which the Products are used, including with respect to the taking and maintaining of personally identifiable information or biometric identification.  As between the Parties, Customer is solely responsible for ensuring such legal compliance with the use of the Products, and shall indemnify SCY pursuant to Section 12(b) in the case of any breach of law arising from the use or misuse of the Products by Customer.

c.       Each Party shall notify the other Party if it becomes aware of any non-compliance in connection with this section. 

11.  Indemnification. 

a.       SCY Indemnification of Customer.  SCY will indemnify, defend and hold Customer harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against Customer by any third party based on or arising out of allegations that Customer’s use of the Products in accordance with the terms of this Agreement infringes such third party’s Intellectual Property rights (“Claims”). SCY’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Products made by Customer or any third party other than by or with the approval of SCY; (ii) the combination of the Products with items not supplied by SCY or approved by SCY for use with the Products to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) Customer’s or an End User’s use of any release of the Products other than the latest version of the Products that has been provided by SCY.  As a condition to SCY’s indemnity obligation, Customer shall give SCY prompt notice of any Claim, grant SCY sole control of the defense and/or settlement of any Claim (provided that SCY shall not enter into any settlement that admits liability on behalf of Customer or imposes any obligations on Customer other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by SCY. SCY is expressly excused from its indemnification obligations if Customer’s failure to timely notify SCY or failure to reasonably cooperate with SCY in defense of the Claims materially prejudices SCY’s ability to defend the indemnified Claim.  If the Products or part thereof becomes, or in SCY’s opinion may become, subject to a Claim or Customer’s use thereof may be otherwise enjoined, SCY may, at its option, either: (a) procure for Customer the right to continue using the Products; (b) replace or modify the Products, so that they are non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement. This Section 14(a) states SCY’s sole and exclusive liability and Customer’s sole and exclusive remedy for any third-party infringement Claim.

b.  Customer’s Indemnification of SCY.  Customer will indemnify and hold SCY harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against SCY by any third party based on or arising out of any of the following: (i) any breach by Customer of its obligations pursuant to this Agreement, and (ii) any claim arising due to the Customer’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement or with respect to any end users. As a condition to Customer’s indemnity obligation SCY shall give Customer prompt notice of any such claim, grant Customer sole control of the defense and/or settlement of any such claim (provided that Customer shall not enter into any settlement that admits liability on behalf of SCY or imposes any obligations on SCY other than payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Customer.

12.  Limitation on Liability.  The total aggregate liability of SCY (as well as its agents and affiliated entities) to Customer for any and all claims relating to this Agreement shall be limited to the amount paid by Customer to SCY under this Agreement for the prior twelve (12) month period.  IN NO EVENT SHALL SCY BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER INDIRECT DAMAGES IN CONNECTION WITH THIS AGREEMENT.

13.  General Provisions. 

a.       Force Majeure.  No Party will be responsible for delays or failures in performance resulting from acts beyond the control of such Party, including, without limitation, acts of nature, riots, acts of war, epidemics, fire, inability to obtain export permits, earthquakes or other natural disasters.

b.      Notices.  All notices required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered personally, delivered to a courier air express, or emailed.  Notices should be addressed to the party to whom such notice is required or permitted to be given (if to Customer to the address provided on Page 1, or if to SCY to the address provided on Page 2).  Either Party may also by notice designate some other person to receive notice.  Any notice to SCY should also be copied by email and sent to [email protected]. 

c.       Assignment.  Customer may not assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of SCY.  Any assignment made in violation of this provision is null and void. 

d.      Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior contracts, agreements and understandings with respect to the subject matter between them.  The Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or construction of this Agreement.

e.       Governing Law; Dispute Resolution. The laws of the Kingdom of Sweden, without regard to its choice of laws provisions, govern all matters arising out of this Agreement.  All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a sole arbitrator appointed in accordance with the said Rules.  The decision of the arbitrator shall be final and binding upon the parties. The arbitration shall take place in Stockholm, Sweden.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  In the event of litigation or arbitration relating to the subject matter of this agreement, the prevailing party shall be entitled to receive from the other party its reasonable attorneys’ fees and costs. 

f.        Amendment and Waiver. This Agreement may not be amended or modified or any provisions hereof waived orally, but only by an instrument in writing executed by a duly authorized officer or agent of the party against whom enforcement of any waiver, change, modification, consent or by whom discharge is sought.  No waiver by any party of any breach of this Agreement by another party shall be effective as to any other breach, whether of the same or any other term or condition and whether occurring before or after the date of such waiver. This Agreement may be amended only by mutual written agreement between the parties.

g.      Counterparts/Execution.  This Agreement may be executed in two or more counterparts by the parties hereto, all of which together will constitute one and the same instrument. This Agreement may be validly executed by electronic delivery of signatures by facsimile or email, which signatures shall be deemed original for purposes of valid execution and delivery of this Agreement.

h.      Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the Parties' expectations regarding this Agreement. Otherwise, the Parties hereto agree to replace any invalid or unenforceable provision with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision. 

i.        Relationship of Parties.  Each party will perform its obligations hereunder as an independent contractor and will be solely responsible for its own financial obligations.  This Agreement will not create a joint venture, partnership, or principal and agent relationship between the parties.  Neither party will have the authority or will represent that it has the authority to assume or create any obligation, express or implied, on behalf of the other, except as expressly provided in this Agreement.

 Last Revised: 26 August 2024