Coadjute Partner Terms of Service
Note: This is the current version of our partner terms of service. Last modified January 2023.
These terms of service (“Terms of Service”) govern your use of the Coadjute Applet, APIs, Connector, Sandbox, DLT Application and your access to the Coadjute Network together with the provision by us of associated support, documentation and ancillary services (collectively, the “Coadjute Platform”).
Coadjute is a private limited company incorporated in England whose registered number is 11559616 and whose registered office is at Unit 114a Business Design Centre, 52 Upper Street, London N1 0QH, United Kingdom (“Coadjute” or “we”/“us”).
By accessing the Coadjute Platform or by otherwise accessing or using the Coadjute Network you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you may not access or use the Coadjute Platform.
“You” means the entity you represent in accepting these Terms of Service or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent.
Definitions of capitalised terms are in Schedule 1.
1. PROVISION OF THE SERVICES
1.1. Provision of Services. During the Subscription Term, we will make the Coadjute Platform available and provide the Services in accordance with these Terms of Service (including the Order Form, the Service Level Agreement, the Data Protection Addendum and any other document or terms referred to in these Terms of Service) and you may access the Coadjute Platform, underlying Coadjute Network and use the Services in accordance with these Terms of Service.
1.2. Grant of Licence. Subject to these Terms of Service and in consideration of the Fees, we grant to you during the Term:
1.2.1. a non-exclusive, revocable, non-sublicensable, non-transferrable right to access and use the Coadjute Platform;
1.2.2. a non-exclusive, revocable, non-sublicensable, non-transferable right to use the Documentation; and
1.2.3. a non-exclusive, revocable, non-sublicensable, non-transferrable right to allow End Users to access the Platform (subject to entry by such End Users into the End User Terms of Service).
2. Licence Restrictions
2.1. Use of Service: You agree to use the rights granted in clause 1.2 above only for lawful purposes, and only in accordance with these Terms of Service and Acceptable Use Policy. You acknowledge that you have read, understand and agree to our Acceptable Use Policy which is hereby incorporated into these Terms of Service.
2.2. You shall not use or access the Services to:
2.2.1. access the Services except as set forth in these Terms of Service;
2.2.2. sub-license, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party other than Coadjute approved end users.
2.2.3. distribute, deploy, or otherwise utilise Your Connections for any purpose other than to facilitate the integration of your Software with the Coadjute Network;
2.2.4. use or implement any undocumented platform feature or API, or use any documented feature or API other than in accordance with applicable Documentation;
2.2.5. take any action that is in any way intended or calculated to damage or interfere with the functioning of the Coadjute Platform or other party’s IT Systems, including through the introduction of any Virus;
2.2.6. attempt to obtain, or assist third parties in obtaining, unauthorised access to the Coadjute Platform, the Documentation, any other Coadjute Network Node or any other party’s IT Systems;
2.2.7. misrepresent or otherwise distort your identity on the Coadjute Platform (including through the provision of incorrect or misleading information with respect to your Account or Participation Certificate);
2.2.8. adapt or modify, reverse engineer, disassemble, or make works derived from any version of the Coadjute Platform Software or attempt to generate or access the source code for the Coadjute Platform Software, including by converting, translating, decompiling, disassembling or merging any part of the Coadjute Platform Software with any other Software; or
2.2.9. use the Coadjute Platform in contravention of any Applicable Laws related to anti money-laundering and anti-terrorist financing, including any regulations and restrictive measures imposed by the US Office of Foreign Assets Control, Her Majesty’s Treasury or the Monetary Authority of Singapore.
2.3. You shall not access, store, distribute or transmit any material in connection with the use of the Coadjute Network that:
2.3.1. requires a license or other permission for use, unless you hold all necessary rights to make such data available for use in connection with the Coadjute Network;
2.3.2. is otherwise subject to restrictions on distribution or transferability under Applicable Law;
2.3.3. is unlawful, fraudulent, harmful, threatening, abusive, defamatory, obscene, infringing, hateful, harassing or racially or ethnically offensive;
2.3.4. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or other protected characteristic; or
2.3.5. facilitates illegal activity or is otherwise illegal, poses a substantial and imminent threat to safety, health or human life, or causes damage or injury to any person or property; including but not limited to, disclosing private sensitive personal information about others, distributing malware or malicious code, engaging in unlawful distribution of controlled substances / medication, infringing on the Intellectual Property rights of others, money laundering, hosting child pornography, deceiving the public, identity theft and unauthorised selling of weapons or ammunition.
2.4. You further understand and agree that, except as expressly set forth in these Terms of Service, any provisions applicable to the Services (including, without limitation, with respect to any of your obligations, warranties, disclaimers, indemnification obligations and any other restrictions) shall apply mutatis mutandis to the Pre-Production Network. As such, unless otherwise stated, any reference to the Coadjute Platform in these Terms of Service shall be intended to include all environments including Sandbox, Test Network, Pre-Production and Production.
3. Your Obligations
3.1. You shall:
3.1.1. use all reasonable endeavours to prevent any unauthorised access to, or use of, your IT Systems which interact with the Coadjute Platform (including implementing industry standard technical measures to restrict access that are in no event less than the System Security Requirements) and, in the event of any such unauthorised access or use, promptly notify Coadjute;
3.1.2. ensure that information stored in your Account correctly reflects your legal name as registered and authorised to transact business under Applicable Law;
3.1.3. be solely responsible for procuring, installing, maintaining and securing all hardware, software, network connections, telecommunications links and other equipment necessary to connect your IT Systems to the Coadjute Network, and maintain, patch and update all security software and IT Systems on a regular basis in accordance with standard industry practices;
3.1.4. acknowledge and agree that access to, and use of, the Coadjute Platform is dependent on you at all times during the Subscription Term having a valid Participation Certificate (which we shall procure on your behalf) and adhering to the terms and conditions required by our licensors which can be located here as updated or amended from time to time.
3.1.5. truthfully and honestly complete the Coadjute Security Audit questionnaire.
4. Your Connection
4.1. When establishing Your Connections you shall:
4.1.1. follow the registration or credentialing requirements established by Coadjute for access to the Coadjute Platform;
4.1.2. keep your access keys or credentials secret and take any measure that can reasonably be expected to ensure their security;
4.1.3. ensure that Your Connection meets the quality standards set out by Coadjute during the onboarding process.
4.1.4. take reasonable measures to maintain and update Your Connection considering feedback from other Coadjute Platform users and any related changes you make to your APIs;
4.1.5. In relation to surfacing any Coadjute-enabled features on your platform, you will
4.1.5.1. comply with our Brand Guidelines; and
4.1.5.2. comply with the System Security Requirements.
5. Personal Data and Privacy
5.1. Both Parties agree to comply with the provisions of the Data Protection Laws.
5.2. You remain solely responsible for compliance with all Data Protection Laws with respect to information transmitted, stored or distributed through the Services by you and for determining the applicability of the Data Protection Laws if Personal Data is stored, distributed or transmitted using the Services.
5.3. The Data Protection Addendum sets out details of the processing of Personal Data to be undertaken by us in connection with these Terms of Service, the types of Personal Data, categories of data subjects, and nature and purposes of processing. Such processing shall take place throughout the duration of these Terms of Service.
5.4. If either Party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other Party or to either Party’s compliance with the Data Protection Laws, it shall promptly notify the other Party and it shall provide the other Party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
5.5. Where you transfer Personal Data to us, you warrant and undertake to us that:
5.5.1. You have the right to lawfully transfer such Personal Data to us; and
5.5.2. that you have secured a lawful data processing ground, in accordance with, and in compliance with, applicable Data Protection Laws, to process such Personal Data and to share such Personal Data with us.
5.6. Both Parties shall each take industry standard technical and organisational measures designed to prevent unauthorised or unlawful processing of Personal Data or its loss, destruction or damage.
6. Ownership Rights, User Content, Usage Data and Feedback
6.1. User Content: You will retain ownership of any data, information or material originated by you that you transmit through the Service (“User Content“). By transmitting User Content through the Service, you hereby grant to Coadjute worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, transmit, export and display User Content and to access your Account, as reasonably necessary: (i) to provide, maintain, operate and update the Service and to provide customer support for the Service, (ii) to prevent or address service, security, support or technical issues, or (iii) as required by law.
6.2. Your Data Compliance Obligations: You shall be solely responsible for the accuracy, quality, content, transmission and legality of User Content and any actions triggered by User Content. You represent and warrant that you have obtained all necessary rights, releases and permissions to transmit User Content through the Service and for any actions triggered by User Content, on the Service and to otherwise have User Content used as described in these Terms of Service, the Acceptable Use Policy or applicable third party service terms.
6.3. No Prohibited Sensitive Personal Data: In addition you may not access or use the Services to post, upload or transmit, or incorporate any data that is subject to heightened privacy and security requirements by law or regulations or applicable third party services terms, including, without limitation, any financial or medical information of any nature, any sensitive personal information (e.g., government issued numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials), or any special categories of personal data under Data Protection Laws.
6.4. Enforcement: We reserve the right, but do not undertake the obligation, to monitor the Services and to investigate and take appropriate legal action against any party that uses the Services in violation of Applicable Law, these Terms of Service or the Acceptable Use Policy.
6.5. Usage Data. You acknowledge and agree that:
6.5.1. we may monitor the use of the Services by you and collect data relating to such use solely for purposes of: (i) providing the Services, (ii) ensuring compliance with these Terms of Service, and (iii) planning, development and improvements with respect to the Services.
6.5.2. we may publish and display Usage Data for promotion of the Coadjute Network, during the term of these Terms of Service and thereafter, as long as the Usage Data is aggregated or anonymised such that any individual Coadjute Platform participants, assets, transaction details, or other information cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.
6.5.3. For the avoidance of doubt, any Usage Data published by us shall refer to specified periods without any reference to individual transactions (such as, without limitation, aggregated and anonymised weekly transactional information) and, if a reporting period has insufficient information to provide anonymisation, such period shall be combined with successive periods until anonymization is achieved.
6.5.4. “Usage Data” means: (i) the number of End-Users or other participants on the Coadjute Platform and the geographical location where such End-Users or participants are located (but not, for the sake of clarity, the identity of any End-User), (ii) the list and purpose of Integrations being used by End-Users, (iii) the number, type and aggregate value or quantum of transactions executed within a particular timeframe on the Coadjute Platform (but not, for the sake of clarity, pricing, transaction size or position information or actions by individual participants), and (iv) similar data relevant to the capacity or quality of the Coadjute Platform and managing or promoting the Coadjute Network.
6.6. Feedback. Any feedback, suggestions, testimonials, endorsements, information or materials conveyed to us by you in connection with your use of the Coadjute Platform shall be collectively deemed “Feedback”. You agree to grant, and hereby grants, to us a non-exclusive, perpetual, irrevocable, royalty free, worldwide license to make, use, reproduce, distribute, Adapt and Modify, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction.
7. Intellectual Property
7.1. You acknowledge and agree that we and our licensors shall own all right, title and interest (including all Intellectual Property rights) in and to the Coadjute Platform, the Documentation and the distributed ledger technology and associated Software, Applet, APIs, Connector, Distributed Application, data models, user interface templates, script libraries, sample code, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements (as applicable), including all changes, edits, updates, enhancements, improvements and additions thereto. All rights and licenses not expressly granted in these Terms of Service are hereby reserved by us and our licensors. No title to, or ownership of, any materials provided in connection with these Terms of Service, including the Documentation, is transferred to you under these Terms of Service. You agree not to obstruct, conceal, manipulate, modify, alter, remove or destroy any proprietary markings (including, without limitation, any copyright notices or confidentiality legends) placed upon or contained within the Coadjute Network, Documentation, or any related materials. Except as expressly permitted by these Terms of Service, you shall not copy, download, republish, display, transmit, or distribute the Documentation, or any portion thereof in any form or media.
7.2. You hereby grant to us a non-exclusive, sub-licensable, fully assignable, royalty free licence to use your business name and logo, solely in connection with our promotion of the Coadjute Platform, which by way of example and not limitation, includes use on websites, news releases or advertisements promulgated by us.
7.3. Trademarks: The Coadjute logo and all Coadjute product names are trademarks and services marks of Coadjute (collectively “Coadjute Trademarks”) and third party logos and product names are trademarks and service marks of third parties (collectively “Third Party Trademarks”) and nothing in these Terms of Service shall be construed as granting any license or right to use the Coadjute Trademarks without Coadjute’s prior written consent or the Third Party Trademarks.
8. Term and Termination
8.1. The term of this these Terms of Service shall commence on the Commencement Date (as specified in the Order Form) and shall continue until terminated in accordance with the terms of this clause 8.
8.2. Termination by You – These Terms of Service may be terminated by you upon thirty (90) days’ prior written notice to Coadjute:
8.2.1. at any time after the expiry of the initial term (as specified in the Order Form); or
8.2.2. if Coadjute is in material breach of any of its representations, warranties or covenants under these Terms of Service and such breach is incapable of being cured.
8.3. Termination by Coadjute – These Terms of Service may be terminated by Coadjute upon thirty (30) days’ prior written notice to you in the following circumstances:
8.3.1. you are in material breach of any of your representations, warranties or covenants under these Terms of Service and such breach is incapable of being cured, including any misrepresentation by you of your own identifying information;
8.3.2. you are in material breach of any of your representations, warranties or covenants under these Terms of Service and such remediable material breach has not been cured by you within sixty (60) days following written notice from Coadjute to you, provided that where such remedial material breach is not capable of being cured within such sixty (60) day period (at the sole determination of Coadjute), Coadjute may approve an extension to such sixty (60) day remedial material breach cure period at its sole discretion
8.3.3. you are in material breach of any other obligation hereunder and shall not have cured such breach within:
8.3.3.1. thirty (30) days for breaches involving non-payment of amounts payable hereunder that are not the subject of a good faith dispute; or
8.3.3.2. sixty (60) days for all other breaches;
8.3.3.3. in either case of (a) or (b), after receipt of a written notice from Coadjute requesting the cure of such breach. Such termination shall be effective upon failure of you to cure such breach within such period.
8.3.4. as a result of:
8.3.4.1. the adoption of, or any change in, Applicable Law,
8.3.4.2. the promulgation, or any change in the interpretation, by any Governmental Authority of any Applicable Law, or the scope of any license or permission thereunder, or
8.3.4.3. any other order or determination by a Governmental Authority, in each case made after the Effective Date, it becomes, or any determination is made by a Governmental Authority after the Effective Date that it would be, unlawful for Coadjute to continue to perform its obligations contemplated by this Agreement.
9. Effect of Termination
9.1. Following any termination of these Terms of Service, you must immediately cease use of the Coadjute Platform, and destroy all copies of any components of the Coadjute Platform in your possession. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to the Coadjute Platform, including, without limitation any User Data. Coadjute will have no obligation or liability resulting from termination of this agreement as permitted above.
9.2. Upon the termination of these Terms of Service, the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not ;be affected or prejudiced. Subject to the foregoing provisions of this clause, all rights and licenses of these Terms of Service shall terminate.
9.3. The termination of these Terms of Service shall not of itself give rise to any liability on the part of Coadjute to pay any compensation to you for loss of profits or goodwill, to reimburse you for any costs relating to or resulting from such termination, or for any other loss or damage.
9.4. Survival. All sections of these Terms of Service which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
10. Can I Withhold Information?
Representations and Warranties.
10.1. Mutual Representations and Warranties. Each party hereby warrants and represents to the other that it has the full power and authority to enter into, and perform its obligations under, these Terms of Service.
10.2. Coadjute Representations. We represent and warrant to you (and acknowledge that you are relying on such representations and warranties) that, except as otherwise disclosed herein:
10.2.1. We have the right, power and authority to grant to you all the rights to the Services contemplated in these Terms of Service;
10.2.2. to our actual knowledge, as to the performance of the Coadjute Network for you, the performance of the Coadjute Network shall not breach, violate, infringe or misappropriate any Intellectual Property or other proprietary rights of any third party;
10.2.3. we have obtained and shall, at our cost, maintain and comply with all licenses, consents, approvals and authorisations that are necessary for us to provide the Services to you;
10.2.4. these Terms of Service constitute a legal, valid and binding obligation of Coadjute in accordance with the terms herein; and
10.2.5. the Coadjute Network will be provided in accordance with the service levels as set forth in the Service Level Agreement.
10.3. Your Representations. You represent and warrant to us (and acknowledges that we are relying on such representations and warranties) that, except as otherwise disclosed herein:
10.3.1. your use of the Services will not violate any Applicable Laws or any obligations or restrictions imposed by third parties;
10.3.2. you have obtained all necessary rights to use, transfer, store and process Personal Data;
10.3.3. you are not (and any of your Representatives are not) a Sanctioned Person;
11. Limitation of Liability and Disclaimer
11.1. Coadjute Disclaimer. Other than the express warranties set forth in this Agreement the Coadjute Platform (including without limitation all associated documentation, Applet, Sandbox, Connector, APIs, libraries, data model, UI components and sample code) are provided on an “As is” basis, without warranty of any kind. To the maximum extent permitted by applicable law, Coadjute disclaims all warranties and conditions, express, implied, statutory or otherwise, including but not limited to implied warranties or conditions of fitness for a particular purpose, merchantability, title, quality, results, and non-infringement. Coadjute expressly disclaims any warranties of any kind with respect to the accuracy or functionality of the Coadjute Network, and with respect to the accuracy, validity, or completeness of any information or features available through the Coadjute Network, or the quality or consistency of the Coadjute Platform or results obtained through its use. Coadjute has no obligation to provide any maintenance or support for the Coadjute Platform (or to End-Users of Your Connection or your platform) or to fix any errors or defects. Coadjute may change the Coadjute Platform or services (and future versions may not be compatible with Your Connection or any features which enable the Coadjute Platform using previous versions); Coadjute will have no liability resulting there from. Notwithstanding anything to the contrary, Coadjute makes and assumes no representations, warranties, covenants or indemnification or other obligations or liabilities with respect to Your Connection or any Coadjute-enabled features or their combination, interaction or use with any third party applications, third party services or the Services.
11.2. Limitation of Liability.
11.2.1. Subject to clause 11.2.5, neither Party shall be liable to the other, whether in tort (including negligence), contract, misrepresentation, or otherwise, for any special, indirect, consequential, or loss of profits or revenue, loss of goodwill, loss of opportunity, loss of use or loss of business expectations, loss of data, costs, damages, charges, or expenses even if such Party has been advised of the possibility or could have foreseen such damages.
11.2.2. Subject to clauses 11.2.4 and 11.2.5, our total liability to you in respect of any claims based on any events arising out of, or in connection with, these Terms of Service, whether in tort (including negligence), contract, misrepresentation, or otherwise shall not exceed the Fees paid to us by you in the 12 months immediately prior to the date the claim arose.
11.2.3. Subject to clauses 11.2.4 and 11.2.5, your total liability to us in respect of any claims based on any events arising out of or in connection with these Terms of Service, whether in tort (including negligence), contract, misrepresentation, or otherwise, shall not exceed in the aggregate an amount equal to Fees paid by you to us in the 12 months immediately prior to the date the claim arose; provided further that your liability shall not be limited by the provisions of this clause 11.2.3 in the case of fraud, bad faith, gross negligence or wilful misconduct.
11.2.4. The limitations of liability set out in clauses 11.2.2 and 11.2.3 shall not apply:
11.2.4.1. to any breach by you of your payment obligations under clause 13;
11.2.4.2. to any breach by either Party of its obligations of confidentiality under clause 12;
11.2.4.3. to any liability of the Parties for, or under, any indemnity under clauses 11.3 and 11.4; or
11.2.4.4. to the liability of you under clause 5 relating to personal data and privacy.
11.2.5. Nothing in these Terms of Service shall limit or exclude either Party’s liability for death or personal injury caused by that Party’s negligence; fraud; the deliberate or wilful misconduct of that Party, its employees, agents, or sub-contractors; or for any other form of liability which cannot be limited or excluded by law.
11.3. Indemnification by You. Except when due to the fraud, bad faith, gross negligence or wilful misconduct by us, you shall, to the maximum extent permitted under Applicable Law, indemnify, defend and us hold harmless from and against any and all Losses in respect of, or arising out of, any Third Party Claim against us arising or resulting from:
11.3.1. a wilful breach of obligations hereunder by you;
11.3.2. any breach of Applicable Law by you in connection with these Terms of Service;
11.3.3. the use by you of the Services in a manner not permitted by these Terms of Service;
11.3.4. a failure by you to comply with the Documentation; or
11.3.5. any claim that any Software used by you in connection with the access and use of the Services, infringes the Intellectual Property rights of any third party.
11.4. Indemnification by Coadjute. Except when due to the fraud, bad faith, gross negligence or wilful misconduct by you, we shall, to the maximum extent permitted under Applicable Law, indemnify, defend and hold you harmless from and against any and all Losses in respect of or arising out of any Third Party Claim against you alleging, arising or resulting from:
11.4.1. the use of the Services in a way that infringes on, constitutes a misappropriation of or otherwise violates any Intellectual Property Right of any third party;
11.4.2. the wilful breach by us of any of our obligations hereunder; or
11.4.3. any breach of Applicable Law by us in connection with the provision of the Services.
11.5. Notice. The obligations of the indemnifying party under this Clause 11 are conditioned upon:
11.5.1. (a) indemnifying party receiving written notice of each such actual or threatened proceeding or claim within ten (10) calendar days of indemnified party first becoming aware of such proceeding or claim (provided, the indemnifying party will be relieved of its obligations under these Terms of Service only to the extent such indemnifying party is actually prejudiced by the indemnified party’s delay) and;
11.5.2. (b) indemnified party reasonably cooperating with indemnifying party in the investigation and defence of each such proceeding or claim. Indemnifying party will have the sole right to control and direct the investigation, defence and settlement of each such proceeding or claim, provided, however, that any such settlement will not impose any liability on indemnified party.
12. Confidential Information
12.1. Non-Disclosure; Non-Use.
12.1.1. Subject to the remainder of this clause 12;
12.1.1.1. Coadjute shall not disclose or make publicly available, and shall cause its respective Representatives to not disclose or make publicly available, any of your Confidential Information; and
12.1.1.2. you shall not disclose or make publicly available and shall cause your Representatives to not disclose or make publicly available, any Confidential Information of Coadjute furnished or made available to you by Coadjute or any of your Representatives pursuant to these Terms of Service.
12.2. In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorised disclosure or use as it uses to protect its own Confidential Information of a similar nature, which in no event shall be less than reasonable care. For the sake of clarity, each Party may disclose Confidential Information to its respective Representatives, provided that such party shall ensure that such Representative:
12.2.1. keep such Confidential Information confidential in accordance with the provisions of these Terms of Service; and
12.2.2. comply with the limitations on use of such Confidential Information set forth in these Terms of Service.
12.3. Notification of Breach. Each Party shall notify the other Party promptly following discovery of any unauthorised disclosure of the other Party’s Confidential Information.
12.4. Indemnification. The Parties acknowledge that each Party’s Confidential Information is the property of, and is of economic value to, such Party and that disclosure of such information to competitors of each of the Parties or to the general public would be detrimental to such Party (whether directly or indirectly as a result of detriment to the clients or customers of each Party). Accordingly, the Parties agree to indemnify, defend and hold each other harmless from and against any and all losses, penalties, fines, damages, costs, including attorneys’ fees, occasioned by the disclosure or use of the Confidential Information by them contrary to the terms hereof, whether through inadvertence or otherwise.
12.5. Remedies. Each Party recognises that the breach of confidentiality provisions set forth in clause 12 would result in irreparable damage and harm to another Party hereto and such Party may be without an adequate remedy at law in the event of any such breach. Therefore, each Party agrees that, if any of the foregoing provisions is breached or is threatened to be breached, each Party and/or its Affiliates may:
12.5.1. seek to obtain specific performance;
12.5.2. seek to enjoin the Party that has breached, or threatens to breach, any provision of clause 12 from engaging in any activity restricted by such provisions; and
12.5.3. pursue any one or more of the foregoing or any other remedy available to it under Applicable Laws. A Party seeking or obtaining any such relief shall not be precluded from obtaining any other relief to which that Party may be entitled.
12.6. Return or Destruction of Confidential Information.
12.6.1. Each Party shall return to the other Party (or destroy if requested by the other Party in writing) all Confidential Information of the other Party and shall certify that it does not retain the other Party’s Confidential Information.
12.6.2. If a Party requests the other Party to destroy the requesting Party’s Confidential Information, it will do so on the later of the following dates:
12.6.1.1. on termination of these Terms of Service; or
12.6.1.2. on the expiry of any requirement to retain the Confidential Information pursuant to any Applicable Law.
13. Fees and Payment Terms
13.1. Subject to any applicable Free Period(as specified in the Order Form) you shall pay to Coadjute the Fees as set out in the Order Form and as invoiced by. The Fees do not include value added tax or any locally applicable equivalent sales tax or other Taxes which you shall pay, in addition to the Fees, at the prevailing rate, and in the manner prescribed by Applicable Law.
13.2. The Fees are payable in accordance with the terms the Order Form and the applicable invoice.
13.3. Coadjute shall provide reports including a statement of the number of End Users and Property Transactions as set out in the Order Form.
13.4. If you wish to dispute an invoice, you shall:
13.4.1. notify Coadjute in writing, within 5 business days of receipt of the invoice, such notice to set out the reasons for the dispute; and
13.4.2. pay any undisputed amount by the due date.
13.5. Upon receipt of the notice from you pursuant to clause 13.4.1, the Parties shall commence discussing the dispute in good faith for a period of 30 days and if the dispute is not resolved at the end of such period, it shall be referred to the dispute resolution procedure as set out in clause 18.
13.6. Without prejudice to any other right or remedy Coadjute may have if you fail to pay Coadjute the Fees on or before the due date in respect of a valid and undisputed invoice, Coadjute may charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank accruing on a daily basis until payment is made whether before or after any judgment.
14. Anti-bribery and Corruption
14.1. Both Parties shall:
14.1.1. comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including, but not limited to, the Bribery Act 2010 (“Relevant Requirements”);
14.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK, or an offence under the Foreign Corrupt Practices Act 1977 if such activity, practice or conduct had been carried out in the USA;
14.1.3. have and shall maintain in place throughout the term of these Terms of Service its own policies and procedures, including adequate procedures under the Bribery Act 2010 and Foreign Corrupt Practices Act 1977, to ensure compliance with the Relevant Requirements and clause 14.1.2 and will enforce them where appropriate; and
14.1.4. promptly report to the other Party any request or demand for any undue financial or other advantage of any kind received by the relevant Party in connection with the performance of these Terms of Service.
14.2. For the purposes of this clause 14 the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
15. Notices
15.1. All notifications and communication should be sent to the contact details set out in this clause 14 (in the case of Coadjute) or the contact details given by you in your Account. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.
15.2. You are responsible for ensuring that your contact information is accurate and up to date in your Account. If you wish to provide a notice under these Terms of Service, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to Coadjute Limited Unit 114a Business Design Centre, 52 Upper Street, London N1 0QH
16. Modifications to Terms of Service
Coadjute expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, through your Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon the earlier of (i) your next subscription renewal, or (ii) your acceptance of the modified Terms of Service by clicking “Accept” (or similar button or checkbox) at the time you are presented with the modified Terms of Service. If you object to the updated Terms of Service, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service.]
17. Force Majeure
17.1. No Party shall be considered to be in default of any of its representations and warranties under these Terms of Service as a result of a Force Majeure Event, or in breach of its obligations under these Terms of Service to the extent that performance of such obligations is prevented by any Force Majeure Event; provided, that:
17.1.1. the Force Majeure Event was not caused by the negligence of the Party whose performance is adversely affected, or by the negligence of its Representative; and
17.1.2. notice of such Force Majeure Event is given in accordance with the provisions of clause 17.2.
17.1.3. the Party whose performance is adversely affected uses commercially reasonable efforts to promptly overcome or mitigate the effects of such Force Majeure Event.
17.2. Upon the occurrence of a Force Majeure Event, the Parties shall consult in good faith with respect to any commercially reasonable measures that may be taken in order to mitigate the impact of such Force Majeure Event. The Party whose performance is adversely affected by a Force Majeure Event shall give the other Party prompt notice of the Force Majeure Event’s cessation or abatement.
18. Disputes.
18.1. The Parties shall attempt to resolve any dispute arising out of or relating to these Terms of Service through negotiations between their appointed representatives who have the authority to settle such disputes.
18.2. If the dispute cannot be resolved within 5 business days after the dispute has arisen, either Party may give written notice to the other Party that a dispute has arisen (Dispute Notice). Within 3 business days after receipt of the Dispute Notice, the dispute shall be referred to the Chief Executive Officer (or equivalent) of each Party for resolution. If the dispute is not resolved by agreement in writing between the Parties within 21 days of receipt of the Dispute Notice, the Dispute shall be resolved in accordance with the remaining provisions of this clause.
18.3. Either Party may refer the dispute for final resolution by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 3 (Tribunal). Each of the Parties shall appoint one arbitrator. The 2 arbitrators so appointed shall choose the third arbitrator who will act as the Chairman of the Tribunal. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.
18.4. This clause is without prejudice to either Party’s right to seek interim relief against the other Party (such as an injunction) through the English courts to protect its rights and interests, or to enforce the obligations of the other Party.
19. General
These Terms of Service and the policies or terms expressly referenced and incorporated into these Terms of Service, (including the Data Protection Addendum, the Service Level Agreement and the Acceptable Use Policy) constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of Order Form or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. Neither party may assign these Terms of Service without the prior written approval of the other, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with an assignment to an affiliate or to a successor to substantially all of such party’s assets or business related to these Terms of Service. These Terms of Service supersede all prior or contemporaneous discussions, proposals and agreements between you and Coadjute relating to the subject matter hereof. If any provision of these Terms of Service is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms of Service or the Acceptable Use Policy. Subject to those rights granted to our licensors as set out here. These Terms of Service are intended to be and are solely for the benefit of Coadjute and you and do not create any right in favour of any third party. These Terms of Service will be governed by and construed in accordance with the laws of England and Wales.
Schedule 1
Definitions
“Account” means a logical segregation of a Coadjute Network Node;
“Adaptions and Modifications” means, with respect to any Intellectual Property, all derivative works thereof, developments therefrom or improvements or enhancements thereto. The term “Adapt and Modify” shall mean to make, have made, and create derivative works, improvements, and enhancements;
“Applicable Law” any and all (i) laws, ordinances, or regulations, (ii) codes, standards, rules, requirements, orders and criteria issued under any laws, ordinances or regulations, (iii) rules of any self-regulatory organisation (including the rules of any securities exchange or equivalent) and (iv) any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any Governmental Authority;
“Applet” means a web application for accessing the Coadjute Platform
“API” means an application processing interface;
“Brand Guidelines” means the Coadjute brand guidelines which will be provided by the Coadjute team and updated from time to time;
“Coadjute Platform” means the Applet, Connector, APIs, DLT Application, Node and Network Services and such other components as the Parties may mutually agree upon in writing in the future, together with any and all portions and components thereof, related documentation and inventions, discoveries, and works of authorship in connection therewith, and all modifications or enhancements to, or derivative works of, the foregoing created or conceived by either Party in connection with these Terms of Service;
“Coadjute Network” means a distributed ledger network that facilitates integrations and data links between Software platforms to enable end-users of such platforms to connect, communicate and transact with the users of other connected platforms;
“Coadjute Network Node” means a single implementation of the distributed ledger operated and managed by Coadjute which is able to create, modify, contribute to and digitally sign records within the Coadjute Network;
“Coadjute Connector” means a data connection services that facilities data transfer between network participant systems and Coadjute Platform;
“Confidential Information” means all non-public information and materials of either Party (the “disclosing party”) disclosed to or accessed by the other party (the “receiving party”) in connection with these Terms of Service that is marked “confidential” or that the other Party knows, or reasonably should know, is confidential to such Party, including Software and information relating to systems, security, procedures, products, pricing, Intellectual Property, business strategies (including the existence of, the terms of and its position in any dispute in relation to these Terms of Service), employees, officers, contractors and agents, customers and contacts, except to the extent that the same can be shown to have been (a) previously known by the receiving party on a non-confidential basis, (b) available to the receiving party on a non-confidential basis from a source other than the disclosing party or its Representatives without such source being in violation of any obligation to the disclosing party or its Representatives, (c) in the public domain through no fault of the receiving party or (d) later lawfully acquired by the receiving party from sources other than the disclosing party or its Representatives;
“Data Protection Addendum” means the data protection addendum which is incorporated by reference into these Terms of Service and is available at the following URL: DPA.
“Data Protection Law” means all of the following: (i) the GDPR, (ii) Directive 95/46/EC, Directive 2002/58/EC and Directive 2009/136/EC, together with any national implementing laws in any Member State of the European Union, and (iii) any equivalent Applicable Law dealing with the same or similar subject matter anywhere in the world (including, for the avoidance of doubt, any Applicable Law concerning the processing of data relating to living persons);
“End User” means a Person or entity who is authorised to create a User Account on the Coadjute Network.
“Fees” means those fees payable by you to Coadjute as specified in the Order Form;
“Documentation” means the documentation relating to the Coadjute Network made available by Coadjute to you from time to time;
“Force Majeure Event” means any action, event or occurrence outside the reasonable control of the Party in question, including riot, strike, other labour dispute, insurrection, terrorism, fire, severe weather, other act of God, shortages of materials, rationing, internet failure or other delay in receiving data, explosion, war, acts of public enemies, blockade, embargo, power failure or action of any Governmental Authority (other than any action of a Governmental Authority directed specifically to the affected Party);
“GDPR” means the General Data Protection Regulation (EU) 2016/679 and UK GDPR (as applicable);
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any supra-national authority and any self-regulatory or quasi-governmental organisation exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to government (including, in each case, any branch, department or official thereof);
“Intellectual Property” means any intellectual property or similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (a) trademarks and pending trademark applications, trade dress, service marks, certification marks, logos, domain names, uniform resource locators, trade names and fictional business names, together with all translations, adaptations, derivations and combinations and like intellectual property rights, together with all goodwill associated with the foregoing, (b) issued patents and pending patent applications, and any and all divisions, continuations, continuations-in-part, reissues, renewals, provisionals, continuing patent applications, re-examinations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights, inventions, invention disclosures, discoveries and improvements, whether or not patentable, (c) works of authorship, all copyrightable works (including Software) and all copyrights including all applications, registrations and renewals thereof, and all rights corresponding thereto, (d) trade secrets, business, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any Person, mask works and (f) moral rights;
“IT Systems” means, in relation to a Person, that Person’s or entity’s information and communications technologies, including hardware, Software, networks and interfaces (in each case, whether owned by that person or entity or licensed or leased from a third party);
“Losses” means any and all losses, penalties, fines, costs, damages (and any interest due thereon), liabilities, amounts paid in settlements and offsets and any reasonable out-of-pocket costs, expenses and attorneys’ fees, including any of the foregoing incurred in connection with the investigation, response to and defence or settlement of a claim against or in respect of which indemnification is provided hereunder (including any such reasonable costs, expenses and attorneys’ fees incurred in enforcing a party’s right to indemnification against or with respect to any appeal) and penalties and interest;
“Order Form” means an order in respect of the Coadjute Platform that you submit to us (whether via our website or by e-mail) and which is accepted by us in accordance with these Terms of Service;
“Participation Certificate” means the digital certificate issued to you allowing you to operate a Coadjute Network Node on the Coadjute Network;
“Party” means a party to these Terms of Service being either Coadjute or you and “Parties” shall be construed accordingly;
“Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association, corporation, other legal entity, or Governmental Authority;
“Personal Data” means any personal data or other sensitive or confidential information (as defined under any Data Protection Law);
“Pre-Production Network” means a discrete pre-production version of the Coadjute Network, which you may access solely for the purposes of testing of Your Connection in realistic network settings to simulate the real-world business environment and which may be updated from time to time;
“Property Transaction” shall have the meaning as set out in the Order Form.
“Property Transaction Fees” shall be as specified in the Order Form;
“Representatives” means a Party’s directors, officers, employees, attorneys, agents, service providers, consultants, contractors, representatives and/or agents;
“Sanctioned Person” means a Person flagged pursuant to the list available at the following URL: Corda Network admissions criteria (which may be moved from time to time);
“Sandbox” means a test environment design to enable pre-production testing and experimentation
“Service Level Agreement” means the service level agreement which is available at the following URL : SLA.
“Software” means computer programs and software, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, emulation and simulation reports, test vectors and software development tools and databases;
“Subscription Term” means the duration of your subscription to the Coadjute Platform which shall be specified in the Order Form and which shall commence on the date specified as the commencement date;
“Taxes” means taxes, levies, imposts, duties, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto;
“Third Party Claim” means a proceeding instituted by a Person that is not a Party;
“Virus” means any software intended to damage or interfere with the intended operation of IT Systems or software (including by rearranging, altering or erasing a software program or data in whole or part or otherwise), or any device, method or token that permits the circumvention of any part of information technology security, including any computer viruses, worms, time bombs, logic bombs, Trojan horses, salamis, trap doors, backdoors, undocumented passwords, protect codes or other malicious computer instructions, or any devices or techniques that can, or are designed to, threaten, assault, vandalise, subvert, disrupt, damage, copy, misappropriate, disable or shutdown an IT System, a software program, or any component thereof, including its security or user data.