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Mandatory Coadjute Licensor Terms

1. Background

The Coadjute Business Network is part of a broader network of distributed ledger technology, infrastructure and associated services (the “DLT Network”). The DLT Network is operated and governed by R3 Limited (“R3”). In order to grant certain rights under this Agreement, Coadjute entered into a written agreement with R3 which set out the standards, policies, obligations, responsibilities and governance mechanisms which apply to all participants on the DLT Network, including Coadjute, the Partner, Account Holders and all other Coadjute Business Network Participants (the “DLT Network Terms of Use”). Pursuant to the DLT Network Terms of Use, R3 reserves certain rights which are enforceable directly against all participants on the DLT Network (“Third-Party Rights”) and requires certain commitments and undertakings (the “Third-Party Obligations”) from all participants on the DLT Network which are set out respectively in clauses 2.1 and 2.3 of this page below.

 

2. Partner Warranties

The Partner therefore represents and warrants to Coadjute that it acknowledges and accepts (and shall procure that Account Holders acknowledge and accept) the following Third-Party Rights:
R3 may revoke the Partners’ Participation Certificate or terminate or suspend access to the Coadjute Network for the Partner or any Account Holder if it, acting reasonably, determines that the Partner or any Account Holder is accessing the Coadjute Network otherwise than in accordance with the rights granted in clause 1.2 of this Agreement and the restrictions and obligations set out in clauses 2-3 (inclusive) of this Agreement;
R3 may monitor the use of the DLT Network by the Partner and/or Account Holders and collect data relating to such use solely for purposes of: (i) providing the DLT Network and associated services and (ii) planning, development and improvements with respect to the DLT Network and associated services; and
R3 may publish and display Anonymised Usage Data for the promotion of the DLT Network as long as the Anonymised Usage Data is aggregated or anonymized such that any individual participants, assets, transaction detail, positions or strategies cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.
“Anonymised Usage Data” means: (i) the number of participants on the DLT Network and the geographical location where such participants are located (but not, for the sake of clarity, the identity of any network participant), (ii) the list and purpose of Integrations being used by Coadjute Network Participants, (iii) the number, type and aggregate value or quantum of transactions executed within a particular timeframe on the Coadjute Network (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 DLT Network and managing or promoting the DLT Network.
The Partner further represents and warrants to Coadjute in respect of the Third-Party Obligations that:

it shall not (and shall procure that Account Holders shall not) disclose or make publicly available, any Confidential Information of R3;
the Partner and/or Account Holder shall provide all co-operation and any information reasonably requested by R3 only to enable R3 to provide the DLT Network and associated services or to otherwise ensure R3’s compliance with Applicable Law;
it shall maintain accurate and updated records of the identity of all Account Holders, and promptly provide any such records to R3 in connection with any reasonable request by R3;
it acknowledges and accepts (and shall procure that Account Holders acknowledge and accept) that R3 shall not be liable for any Losses incurred by, or any other consequences experienced by, the Partner any Account Holders or third party as a result of any termination or suspension of its access to the Coadjute Network or the revocation of its Participation Certificate (as applicable) in accordance with clause 2.1.1 of this page.
it acknowledges and accepts (and shall procure that Account Holders acknowledge and accept) that Coadjute shall not be in breach of this Agreement to the extent R3 fails to provide the DLT Network or associated services or perform any other obligation as it relates to the Coadjute Network. Coadjute shall have no responsibility to ensure R3 maintains or updates the DLT Network, including addressing or remediating any security or other vulnerability. No oral or written information or advice given by Coadjute shall create any warranty or representation or in any way increase the scope of any warranty; and
it shall (and shall procure that all Account Holders shall) at all times comply with the principles, rules, standards, conventions and policies, including but not limited to technical documentation, governing activity within the DLT Network (the “DLT Network Governing Documents”) as may be updated from time to time on reasonable prior notice at the following URL: https://corda.network/trust-centre/certificate-practice-statement (which may be moved from time to time) provided that any change to a DLT Network Governing Document may be made effective immediately on notice to all Coadjute Network Participants if the immediate implementation of such change is determined by R3 to be reasonably necessary, including to prevent a security risk or otherwise comply with Applicable Law. The Partners’ continued use of the Coadjute Network after receipt of such a notice shall constitute a representation that the Partner is in compliance with the current version of the DLT Network Governing Documents.