These Coadjute terms of service (along with any other terms and policies referenced herein, which are incorporated into, and form an integral part hereof) (this "Agreement") are entered into by Coadjute and the entity or person agreeing to this Agreement ("you” or “your”) and govern your access to and use of our Services. "Coadjute" means Coadjute Limited (incorporated in England with registered number is 11559616 and whose registered office is at Unit 114a Business Design Centre, 52 Upper Street, London N1 0QH, United Kingdom) and “we” or “us” means Coadjute. This Agreement is effective on the Commencement Date as specified in the Order Form or when you click to accept it (or otherwise express your intention to accept this Agreement, for example, via DocuSign). If you are accepting on behalf of a company, you represent and warrant that (i) you have full legal authority to bind that company to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of that company, to this Agreement. Definitions of capitalised terms are in Schedule 1.
1.1. Coadjute provides access for businesses and their Users to the Coadjute Network via the Coadjute Application which is accessible by an integrated software or Standalone Service. The services to be provided to you by Coadjute pursuant to this Agreement will be specified in the Order Form as the “Services”. Further details about all of our available Services are available on our website www.coadjute.com (the “Website”) which may be modified or updated from time to time.
2.1. In order to access and use the Services you shall be required to request a User Account by submitting an Order Form to us (via the Websites or by email). By submitting your Order Form, you consent to us conducting verification and security procedures in respect of the information provided in the Order Form.
2.2. On our acceptance of your first Order Form, you shall be sent an email (“Confirmation Email”) confirming the acceptance of your order. Further Confirmation Emails shall be sent on our acceptance of any subsequent orders you send to us, including any orders for additional Services.
2.3. You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
2.4. Each Order Form will specify your Scope of Use for the applicable Service(s), which may include: (a) the Coadjute Application to your User Account (b) the number and type of Users permitted; (c) storage limits or capacity of Content; (d), devices, licenses, copies or instances; (e) the number of logins, transactions, credits or messages permitted, (f) the commencement date and duration of your Subscription Term; (g) any free periods permitted, or (h) any other entitlements or restrictions. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering. In the event of any conflict or inconsistency between this Agreement and any Order Form, the applicable Order Form shall apply only to the extent of the inconsistency.
3.1. During a Subscription Term, you may upgrade your existing order by either: (i) adding additional Users; (ii) upgrading to a different Subscription tier; (iii) adding additional features and functionalities to an existing Service; adding one or more additional Services; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered to be a new purchase, which will form a new contract and a new Subscription Term and some won’t, and this will be clearly communicated to you in the new order. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Fees, at our then-current rates (unless indicated otherwise in the new order), which shall be either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Fees already paid by you will be credited towards the new upgraded Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made. Any changes to the number of Users within a certain Service which extends the number of Users above the number permitted in the applicable order shall be a deemed Subscription Upgrade and shall be billed on a prorated basis for the remainder of the then-current Subscription Term.
4.1. Following the conclusion of your order in accordance with clause 1 or following and Subscription Upgrade in accordance with clause 3, we will provide the Services in accordance with this Agreement (including the Order Form(s), the SLA and any other document or terms referred to in this Agreement) and you may use the Services in accordance with this Agreement for the duration of the Subscription Term(s).
5.1. Subject to the terms, conditions and restrictions set forth in this Agreement, we grant you a revocable, non-exclusive, non-transferable (without a right to sub-licence) license to access and use the Services and any applicable Documentation as referred to in your Order Form(s) during the applicable Subscription Term, in accordance with this Agreement and the applicable Scope of Use.
5.2. You shall not, and shall procure that Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Coadjute Network Software in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Coadjute Network Software to source code form; (iii) circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Coadjute Network Software; (iv) distribute, sub-licence, assign, share, timeshare, resell, rent, lease, transmit, grant a security interest in or otherwise transfer the Services or your right to use the Services and (v), use the Coadjute Network 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.
5.3. You are responsible for ensuring that any Content is not deemed to be offensive, illegal, inappropriate or that in any way:
5.3.1. is unlawful, fraudulent, harmful, threatening, abusive, defamatory, obscene, infringing, hateful, harassing or racially or ethnically offensive;
5.3.2. requires a license or other permission for use, unless the you hold all necessary rights to make such data available for use in connection with the Services;
5.3.3. harasses or advocates harassment of another person;
5.3.4. displays pornographic or sexually explicit material;
5.3.5. promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
5.3.6. promotes any illegal activities;
5.3.7. provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
5.3.8. promotes or contain information that you know or believe to be inaccurate, false or misleading;
5.3.9. engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
5.3.10. includes or incorporates 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.
5.3.11. contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Services or the Website; or
5.3.12. infringes any Intellectual Property Rights or any other proprietary rights of any third party.
5.4. You hereby grant, and procure that any User grants, to us a non-exclusive, worldwide royalty free licence to use the Content and all other materials submitted by you or any User for the Purpose, and to aggregate and anonymise such materials solely for the purpose of producing reports of usage trends of the applicable Services (which may involve the use of third-party services including Google Analytics).
5.5. You acknowledge that the Services do not verify the rights and restrictions applicable to any Content. Where you do not own the Content, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Content. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Content through the Services.
5.6. You warrant and represent:
5.6.1. that you own, are licensed or otherwise have a right to use any and all the Intellectual Property Rights in any Content;
5.6.2. the Content does not and will not contravene or breach any applicable law, regulation code of practice or directive; and
5.6.3. the Content and its use through a Service does not and will not infringe any right, title or interest (including any Intellectual Property Rights) of any third party.
5.7. You further agree that at all times, you shall, and procure that any User shall:
5.7.1. not use Login Details with the intent of impersonating another individual;
5.7.2. not allow any other person other than a User to use your Login Details;
5.7.3. not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using a Service;
5.7.4. not use a Service, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;
5.7.5. not use any information obtained using a Service otherwise than in accordance with this Agreement;
5.7.6. comply with all our instructions and policies from time to time in respect of the Websites and your use of the Services;
5.7.7. co-operate with any reasonable security or other checks or requests for information made by us from time to time; and
5.7.8. use the information made available to you using the Services and on the Websites at your own risk.
5.8. You shall:
5.8.1. promptly notify us in the event of a breach of security or any unauthorised use of the Login Details;
5.8.2. ensure all Users keep confidential the Login Details;
5.8.3. implement necessary technical and security measures which shall include: (i) securing business facilities, data centres, paper files, servers, back-up systems and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability; (ii) implementing network, device application, database and platform security; (iii) securing information transmission, storage and disposal and (iv) implementing authentication and access controls within media, applications, operating systems and equipment.
5.8.4. be liable for all access to and use of the Services whether authorised by you or not.
5.9. You shall keep, and procure that all Users keep, any Login Details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access and use of the Services in the event we have any reason to believe that any User has breached any of the provisions set out herein.
5.10. You acknowledge that you shall be responsible for all use of the Services by Users. You shall be liable for breach of this Agreement by a User as if it were a breach by you. We reserve the right to suspend the access of any User we believe, acting reasonably, is not using a Service for your benefit and on your behalf.
5.11. We shall use reasonable endeavours to always make the Services available to you and the Users, but we cannot guarantee an uninterrupted or fault free service.
5.12. Our ability to provide the Services may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your devices, personal computer, operating system, and the number of other Users logging onto the Services at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.
5.13. We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our Services. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
5.14. We reserve the right to make changes to the Services or part thereof, from time to time at our sole discretion, and we may from time-to-time update, add, remove, modify and/or vary any features or functionalities of the Services. Such changes shall not however, remove any material element of functionality previously available as part of the Services.
5.15. You are responsible for ensuring that your computer systems meet the requirements and specifications as set out on our Website, any applicable Documentation or as communicated to you by us from time to time.
6.1. Some of the Services may only be accessed and used upon the payment of applicable Fees. Any Fees applicable to your order will be detailed on your Order Form(s). If you do not initially register for any Services that requires the payment of Fees, you may be permitted to use all or some of the Services for the free period expressly stated in your Order Form. Upon the expiration of any applicable free period you may either terminate your User Account, upgrade to a paid account or continue using any services which may be available free of charge. The payment terms for your Fees will be specified in the Order Form. You shall notify us immediately in the event you cease to comply with any of the restrictions applicable to any of your then current orders. In the event we receive your notice, or we deem acting reasonably that you have exceeded the restrictions of an order (including the number of Users permitted), we reserve the right to change your order in accordance with clause 3, which may result in additional Fees being payable by you.
6.2. You agree that Coadjute may charge your credit card, debit card, or other payment mechanism selected by you and approved by Coadjute (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that Coadjute submits to your chosen Payment Method before Coadjute could reasonably act on your changes. Additionally, you agree to permit Coadjute to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. Coadjute further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize Coadjute to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined. Any invoices are payable within fourteen (14) days of the invoice date unless stated otherwise in the Order Form. If we do not receive your payment by the applicable due date, we reserve the right (a) to charge interest on all invoices presented to you which are not paid by the applicable due date at the annual rate of 4% above the base rate from time to time of the Bank of England, such interest to accrue on a daily basis from the date on which payment became overdue up to the date on which we receive the full outstanding amount together with all accrued interest, whether before or after judgment; and (b) to withhold or suspend your access to your User Account or the Services and/or terminate your order(s) or this Agreement.
6.3. Coadjute may change prices for the Services at any time, in its sole discretion. For changes to your Charges, Coadjute will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Subscription Term or other date calculated in accordance with applicable law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable law. If required by applicable law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating. All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at the applicable rate and all payments to be made by you hereunder shall be made without set-off, compensation, deduction or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever. If at any time any applicable law requires you to make any such deduction or withholding from any such payment, the sum due from you with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive a net sum equal to the sum which we would have received had no deduction or withholding been required.
7.1. Your Subscription Term(s) shall be for the period as specified in the applicable Order Form and commencing on the date specified in the Order Form and each applicable Subscription Term shall automatically renew for equivalent Subscription Terms (for example, if your initial Subscription Term is two years, each applicable renewal Subscription Term shall be two years) unless you have given notice of termination at least 60 days prior to the end of the applicable Subscription Term, or unless terminated earlier in accordance with this Agreement.
7.2. We may suspend your access to one or more Services or suspend or terminate all or any part of your order(s) or this Agreement immediately on notice to you in the event that:
7.2.1. you fail to comply with one or more material provisions of this Agreement or, if you have concurrent contracts with us for different Services, any other agreement which you may have entered into with us;
7.2.2. we believe that there has been fraudulent use, misuse or abuse of features and functionalities of any of our Services (in whole or in part); or
7.2.3. we believe that you have provided us with any false, inaccurate or misleading information, and for the avoidance of doubt, no Fees shall be refunded to you in the event of termination by us in accordance with the foregoing.
7.3. You acknowledge and agree that we shall have no liability for any losses incurred by, or any other consequences experienced by, you or any third party as a result of any termination or suspension of your access to the Services.
7.4. Either party may terminate this Agreement (including all related orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter); or (d) if we elect to discontinue providing a Service for which you have purchased a Subscription, in whole or in part.
7.5. Upon termination of a Subscription, your and any User’s access to your User Account and the Services shall cease and any Content will no longer be accessible through the Services. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it.
8.1. The Services, the Website and the Documentation, including all Intellectual Property, title and interest therein, and all upgrades and other adaptations and modifications of or to the foregoing (including as developed by us in the course of providing support services), are owned or licensed by, and are proprietary to us. Except as expressly provided in this Agreement, we grant no rights or licenses under this Agreement whatsoever in or to Services or the object code or source code therein. All rights and licenses to Services not expressly granted herein are hereby reserved by us. No title to or ownership of any Service or source code or proprietary rights related to Services or any related materials is transferred to you under this Agreement. You are expressly prohibited from:
8.1.1. reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Services or the Websites; and
8.1.2. removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
8.2. You and/or your licensors own all rights in the Intellectual Property Rights relating to the Content. Except as licenced to us in accordance with this Agreement, all right, title and interest in and to the Content will remain exclusively with you and/or your licensors.
8.3. Save where expressly permitted under this Agreement, we are expressly prohibited from:
8.3.1. reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Content; and
8.3.2. removing, modifying, altering or using any registered or unregistered marks/logos/design owned by you and/or your licensors, and doing anything which may be seen to take unfair advantage of your reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to you.
8.4. You acknowledge and agree that (i) we may monitor the use of the Services by you and collect data relating to such use solely for purposes of: (a) providing the Services, (b) ensuring compliance with this Agreement, and (c) planning, development and improvements with respect to the Services; (ii) we may publish and display Usage Data for the promotion of the Services, during the Term of this Agreement and thereafter, as long as the Usage Data is aggregated and anonymised such that any customers, users or other information cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.
8.5. Usage Data” means: (i) the number of users or other participants on the Coadjute Network and the geographical location where such users or participants are located (but not, for the sake of clarity, the identity of any user), (ii) the list and purpose of Integrations being used by users, (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 Coadjute Network and managing or promoting the Coadjute Network. 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 anonymisation is achieved. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
9.1. All confidential, non-public information one party receives from the other in its performance of this Agreement 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 products, pricing, Intellectual Property, technical information, business strategies (including the existence of, the terms of and its position in any dispute in relation to an Agreement), employees, officers, contractors and agents and customers (“Confidential Information”), will be held in confidence and only be used strictly in accordance with this Agreement and not for any other purposes and will not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s representatives who are bound to substantially similar obligations of confidentiality and have a need to know. Each party will be responsible and liable for the acts and omissions of its representatives to the same extent as if performed by such party. 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 avoidance of doubt, information which (a) is in the public domain at the time of its disclosure by disclosing party or thereafter; (b) was properly in the receiving party’s possession prior to such disclosure by disclosing party; or (c) was disclosed to receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the other party subject to any confidentiality obligation, will not be considered Confidential Information under an Agreement. Notwithstanding the confidentiality obligations under an Agreement, the receiving party is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by the circumstances, the receiving party provides to disclosing party prior written notice of the intended disclosure to enable the disclosing party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at disclosing party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure. Each party acknowledges that the disclosure of Confidential Information may cause irreparable injury to the party whose information is disclosed. Therefore, each party is, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to such party at law or in equity.
10.1. You hereby warrant that (a) all Users with access to the Services are at least 18 years old; (b) you have the right and capacity to enter into and be bound by this Agreement; (c) you shall comply with all applicable laws regarding the use of the Services and (d) you are not (and any of your Representatives are not) a Sanctioned Person;
10.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE SERVICES); AND (B) WE DO NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE SERVICES MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AGENTS, OUR THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE WITH RESPECT TO US. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
10.3. Nothing in this Agreement shall be deemed to exclude, restrict or limit liability for the following categories:
10.3.1. death or personal injury resulting from negligence; or
10.3.2. any liability for fraudulent misrepresentation.
10.4. Subject to clause 10.7, we shall not be responsible for any:
10.4.1. loss of profits, sales, business, or revenue;
10.4.2. loss or corruption of data, information or software;
10.4.3. loss of business opportunity;
10.4.4. loss of anticipated savings;
10.4.5. loss of goodwill; or
10.4.6. special, indirect or consequential loss,
10.4.7. whether such losses, damages, costs and expenses resulted from your or our negligence, failure to comply with this Agreement or otherwise.
10.5. You shall, to the maximum extent permitted by law, but subject to clause 10.7, indemnify, defend and hold us harmless for any and all losses in respect of, arising from, or asserted in, any demand, or any civil, criminal, administrative, or investigative claim or proceeding commenced or threatened by any third party (a “Third Party Claim”) against us arising or resulting from (a) a wilful breach of obligations hereunder by you (b), the use of the Services in a manner not permitted by this Agreement, or, (c) your infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.
10.6. We shall, to the maximum extent permitted by law, but subject to clause 10.7, indemnify, defend and hold you harmless for any and all losses in respect of, arising from any Third Party Claim against you arising or resulting from (a) the gross negligence or wilful misconduct of Coadjute in the performance of our obligations under this Agreement, (b) a wilful breach of our obligations hereunder or, (c) our infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.
10.7. Except in connection with (a) a party’s breach, violation, infringement or misappropriation of (i) the other party’s Intellectual Property Rights, (ii) a third party’s intellectual property rights or (iii) it’s confidentiality obligations under clause 9; (b) a breach of any party’s data protection obligations under the Data Protection Addendum, or (c) your liability for your payment obligations hereunder, the total amount of either party’s liability to the other party per claim or series of related claims shall not exceed the Fees paid by you to us in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).
10.8. Notwithstanding clause 10.7 above, the Free Services are provided “as-is” without any warranty and we shall have no indemnification obligations nor liability of any type with respect to the Free Services unless such exclusion of liability is not enforceable under applicable law in which case our liability with respect to the Free Services shall not exceed £100.00. Without limiting the foregoing, Coadjute and its licensors do not represent or warrant to you that: (a) your use of the Free Services will meet your requirements, (b) your use of the Free Services will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the Free Services will be accurate. Notwithstanding anything to the contrary in clause 10.7 of the Agreement, you shall be fully liable under this Agreement to us for any damages arising out of your use of the Free Services, any breach by you of this Agreement and any of your indemnification obligations hereunder.
11.1. We shall provide telephone and email support services in accordance with the Service Level Agreement.
12.1. We may offer you a free trial for such period set out in the Order Form during which you can try out one or more of the Services for free (“Free Period”). You acknowledge that during any Free Period, the applicable Service(s) may have certain restrictions and limited functionality.
12.2. We may make certain of the Services available to you free of charge (“Free Services”). Use of Free Services is subject to the terms and conditions of this Agreement. Free Services are provided to you without charge up to certain limits as described in the Order Form. Usage over these limits requires you to purchase an Upgraded Subscription.
13.1 The terms applicable to the processing of Personal Data are set out in the Data Protection Addendum.
14.1. The Services contains links to and integrations with the third-party Software from which you accessed the Services and may include integrations to other third party applications, services and associated websites (“Third Party Services”). These Third Party Services are not owned or controlled by us and we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third Party Services. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, and the inclusion of any link in the Service, or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third Party Services. In no event will we be responsible for the information contained in such Third Party Services or for your use of or inability to use such Third Party Services . Access to any Third Party Services is at your own risk, and you acknowledge and understand that linked Third Party Services may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them. We shall be entitled to cease or suspend any Third Party Services, in whole or in part, in our sole and absolute discretion, without liability and with or without notice to the you if we reasonably and in good faith believes such suspension is necessary to prevent unauthorized, or excessive use of the Third Party Services or to prevent an ongoing violation of any applicable laws or regulations.
15.1. Both Parties shall:
15.1.1. 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”);
15.1.2. 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;
15.1.3. have and shall maintain in place throughout the term of this Agreement 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 will enforce them where appropriate; and
15.1.4. 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 this Agreement.
15.2. For the purposes of this clause 15 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.
16.1. If either party is prevented or delayed from performing any of its obligations under this Agreement by acts of God, war, hostilities, riot, fire, epidemics, pandemics, explosion, accident, flood, sabotage, lack of adequate power or labour, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected (“Force Majeure”) its obligations under this Agreement shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed. If any Force Majeure prevails for a continuous period in excess of 30 days, either party shall be entitled to terminate this Agreement in its entirety or in part by giving notice in writing to the other party.
16.2. If we fail at any time to insist upon strict performance of our obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
16.3. A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.4. No waiver by us of any of the terms of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
16.5. All notifications and communication should be sent to the contact details set out in this clause 16.5 (in the case of Coadjute) or the contact details given by you in your User 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. You are responsible for ensuring that your contact information is accurate and up to date in your User Account. If you wish to provide a notice under this Agreement, 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
16.6. If any of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
16.7. This Agreement (including any documents referred to herein) represent the entire agreement between you and us in respect of your use of the Websites and the Services and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
16.8. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You may not assign or transfer this Agreement (in whole or in part) or any of your rights or obligations hereunder, unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. We may assign this Agreement and any of our rights or obligations under this Agreement to an Affiliate, in our sole discretion.
16.9. You acknowledge that in entering into this Agreement, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Websites, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in this Agreement.
16.10. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.
16.11. This Agreement are governed by and construed in accordance with the laws of England and Wales.
No variation or modification of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
18.1. The parties shall attempt to resolve any dispute arising out of or relating to this Agreement 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.
“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;
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Coadjute Application” means an application that enables Users to connect, communicate, share data and transact with other users of the Coadjute Network and/or Third Party Services;
“Coadjute Network” means a digital network that facilitates integrations and data sharing between software platforms and applications used by businesses;
"Content" means any and all data, files, documents, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) made available by you, your or any Users (including any content owned by a third party) in connection with the use of the Services or otherwise accessed and/or processed using the Services;
“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);
“Documentation” means the documentation relating to the Coadjute Network made available by Coadjute to Users from time to time.
“Fees” means as set out in an Order Form;
“GDPR” means the General Data Protection Regulations 2016/679;
“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 Rights” means all intellectual property rights throughout the world including without limitation, (a) any right arising under any patent, copyright, trademark, trade secret or other intellectual property law anywhere in the world; (b) all software (including all related data), processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent applications, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items; (c) any other tangible or intangible items in which intellectual property rights may inhere; and (d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Login Details” means the unique username and password required for all Users to access and use the Services;
“Order Form” means an order in respect of the Services that you submit to us (whether via the Websites or by email) and which is accepted by us in accordance with this Agreement;
“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 personal data received by us from or on your behalf in connection with the performance of our obligations under this Agreement, excluding any personal data received by us from you in relation to the entry and enforcement of this Agreement;
“Purpose” means to use, copy, compress, modify and transmit in order to provide you with the Services and perform our obligations under this Agreement;
“Sanctioned Person” means a Person flagged pursuant to the list available at the following URL: https://corda.network/policy/admission-criteria (which may be moved from time to time);
“Scope of Use” means your permitted scope of use for one or more Services as specified in an Order Form;
“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;
“Standalone Service” means a version of the Coadjute Application that is not accessed via integrated software;
“Sub-processors” means another data processor engaged by us for carrying out processing activities in respect of the Personal Data on your behalf;
“Subscription Term” means the duration of your subscription to the Services which shall be specified in the Order Form and which shall commence on the date specified as the commencement date;
“User(s)” shall mean a person who you have permitted to access and use your User Account including your employees, representatives, consultants, contractors, agents, or other third parties, provided they are acting for your benefit and on your behalf, and who has been given the Login Details;
“User Account” means your account on the Coadjute Network which is accessible only by Users.