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19. Third party rights  

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

20. Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

21. Jurisdiction

Coincover and the Customer irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

SERVICE SCHEDULE  

1. Service Activation Requirements

The Customer acknowledges that the Supplier is unable to commence provision of the Services until such time as:

  1. the Customer has furnished Coincover with the Access Control List and all such evidence of the identity of the Access Control Members as may reasonably be required by Coincover;
  2. the identity of the Access Control Members has been verified by Coincover;
  3. the key pairs created by the Supplier in accordance with this Service Schedule have been validated by the Fireblocks for use in connection with the workspace named in the Order Form; and
  4. any initial invoice rendered by Fireblocks under the Contract has been paid in full by the Customer.

2. Services Description

As soon as reasonably practicable following the Service Activation Requirements being met, Coincover shall:

  1. create a public and private key pair using the Rivest-Shamir-Adleman (“RSA”) scheme for use by the Customer in connection with the workspace named in the Order Form which is provided by the Customer’s wallet provider;
  2. encrypt a copy of the RSA private key (which may only be decrypted by the Customer) for back-up and disaster recovery purposes in accordance with FIPS 140-2 level 3 standards;
  3. store a copy of the encrypted RSA private key offline during the term of the Contract in a secure vault which is alarm-secured and accessible only by limited, fully vetted employees of Coincover in accordance with strict security protocols; and
  4. subject to the remaining provisions of this Service Schedule, recover a copy of the encrypted RSA private key upon request by the Customer.

3. Recovery Conditions

The Customer acknowledges that Coincover shall not be required to commence recovery of a copy of the encrypted RSA private key pursuant to paragraph 2(d) of this Service Schedule until:

  1. the passage of at least forty-eight (48) hours following the time of request by the Customer; and
  2. any request by the Customer is verified to Coincover’s reasonable satisfaction by the Access Control Members.

4. Other Conditions

Coincover shall be required to complete no more than two recoveries during any consecutive twelve (12) month period during the term of the Contract. Coincover reserves the right to charge $1,000 per additional recovery beyond this agreed maximum amount.

5. Timescales

Coincover shall use reasonable endeavours to complete all recovery requests within two (2) Business Days following expiry of the period referred to in paragraph 3(a) of this Service Schedule.

The Customer may request Coincover to carry out an expedited recovery. Coincover shall use reasonable endeavours to complete all requests for an expedited recovery as soon as reasonably practicable. Coincover reserves the right to charge $5,000 per request for an expedited recovery.