Coincover Key Agent Terms and Conditions
These terms and conditions are applicable to the Access Recovery service provided by Coincover, these should be read along with the Unchained Terms of Service. By creating a Vault using Coincover as a Key Agent you are agreeing to be bound by these terms and conditions.
2.1 Definitions:
2.2 Interpretation:
3.1 Subject to earlier termination in accordance with these terms and conditions, the Agreement shall commence on the Commencement Date and shall continue for an initial term of twelve (12) months.
3.2 Following the initial term, the Agreement shall renew, provided the Agreement may be terminated either party by giving the other party not less than ninety (90) days’ prior written.
4.1 Coincover shall:
5.1 The Customer shall:
5.2 The Customer acknowledges that Coincover shall not be required to commence provision of the Services until such time as the Service Activation Requirements have been satisfied by the Customer.
5.3 If Coincover's performance of its obligations under the Agreement is otherwise prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Coincover shall:
6.1 Coincover and the Customer are independent controllers of any personal data shared under the Agreement (the “Shared Personal Data”) and Coincover and the Customer shall process the Shared Personal Data:
7.1 Nothing in the Agreement is intended to operate, or shall operate, to transfer ownership of any Intellectual Property Rights.
7.2 Coincover grants the Customer a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Agreement to use:
7.3 The Customer grants Coincover a fully paid-up, non-exclusive, royalty-free, non-transferable licence during the term of the Agreement to use:
7.4 Coincover shall indemnify the Customer in full against any sums awarded by a court against the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the exercise by the Customer of any rights granted by Coincover pursuant to clause 7.2.
7.5 The Customer shall indemnify Coincover in full against any sums awarded by a court against Coincover arising out of or in connection with any claim brought against Coincover for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the exercise by Coincover of any rights granted by the Customer pursuant to clause 7.3.
8.1 In consideration for the provision of the Services, the Customer shall pay Unchained the Charges.
8.2 The Charges shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.1 Coincover has obtained insurance cover in respect of its liability under the Agreement. The limits and exclusions in this clause 9 reflect the insurance cover Coincover has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
9.2 References to liability in this clause 9 include every kind of liability arising under or in connection with the Agreement (including, but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise).
9.3 Nothing in the Agreement limits or excludes any liability of Coincover or the Customer:
9.4 Subject to clause 9.3, neither Coincover nor the Customer shall have any liability for the following types of loss:
9.5 The Customer shall promptly notify Coincover in writing upon becoming aware of the occurrence of any event which may, or is reasonably likely to, result in the Customer making a claim under the Agreement. In such circumstances, the Customer shall also promptly provide such further details regarding the event and the likely grounds for any claim under the Agreement as Coincover may reasonably require. Subject to clause 9.3, Coincover shall have no liability for any event which may give rise to a claim by the Customer under the Agreement unless the Customer complies with this clause 9.5.
9.6 Subject to clause 9.3, clause 9.4 and clause 9.5, Coincover’s and the Customer’s total liability to the other party shall not exceed fifty thousand US dollars ($50,000.00).
10.1 Without affecting any other right or remedy available to it, Coincover or the Customer may terminate the Agreement with immediate effect by giving written notice to the other party if:
10.2 On termination of the Agreement for whatever reason:
10.3 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
Neither Coincover nor the Customer shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Coincover may assign any or all of its rights and obligations under the Agreement to an Affiliate. Coincover shall notify the Customer of completion of any assignment under this clause 12 as soon as reasonably practicable.
13.1 During the Agreement, and for a period of two years after termination of the Agreement, neither Coincover nor the Customer shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by this clause 13.
13.2 Coincover and the Customer may disclose the other party's confidential information:
13.3 Neither Coincover nor the Customer shall use any of the other party's confidential information for any purpose other than to perform its obligations under the Agreement.
14.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them (whether written or oral) relating to its subject matter.
14.2 Coincover and the Customer acknowledge that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
14.3 Neither Coincover nor the Customer shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
16.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Agreement is, or becomes, invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 17 shall not affect the validity and enforceability of the rest of the Agreement.
18.1 Any notice given under or in connection with the Agreement shall be in writing and shall be:
18.2 Any notice shall be deemed to have been received:
18.3 In this clause 18, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
18.4 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
This Agreement, 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.
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 Agreement or its subject matter or formation.
The Customer acknowledges that Coincover is unable to commence provision of the Services until such time as:
Coincover shall:
The Customer acknowledges that Coincover shall not be required to complete Recoveries until any request by the Customer is verified to Coincover’s reasonable satisfaction by a simple majority of the Access Control Members.
Coincover shall use reasonable endeavours to complete Recoveries within two (2) Business Days following the satisfaction of paragraph 3 of this Service Schedule.