Conclave Cloud Terms of Service

Last Updated:  11 May 2022

ThEsE CONCLAVE CLOUD SUBSCRIPTION TERMS AND CONDITIONS (this “Agreement”) ARE entered into by and between R3 LLC, A DELAWARE LIMITED LIABILITY COMPANY HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 1155 AVENUE OF THE AMERICAS, 34TH FLOOR, NEW YORK, NEW YORK 10036 (“R3”) and YOU (“YOU”) AS OF THE DATE THAT YOU CLICK THE “I AGREE” BUTTON ON THE ORDERING PAGE (THE “EFFECTIVE DATE”).  THIS IS A LEGAL AGREEMENT BETWEEN YOU AND R3, SO PLEASE READ IT CAREFULLY.  BY CLICKING THE “I AGREE” BUTTON, YOU AGREE TO THESE TERMS, IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE CONCLAVE CLOUD SERVICE OR ANY ASSOCIATED SERVICES.

AS OUTLINED IN SECTION 17 BELOW, THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY (“COMPANY”), YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND COMPANY TO THIS AGREEMENT; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) YOU AGREE TO THIS AGREEMENT ON BEHALF OF THE COMPANY.  IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND THE COMPANY, YOU ARE NOT PERMITTED TO USE THE CONCLAVE CLOUD SERVICE OR ANY ASSOCIATED SERVICES FOR THE BENEFIT OF SUCH COMPANY.

SOME WORDS IN THIS AGREEMENT ARE CAPITALIZED WHEN GRAMMATICAL RULES WOULD NOT REQUIRE.  THESE WORDS HAVE, IN THEIR SINGULAR AND PLURAL FORMS, THE MEANINGS GIVEN TO THEM IN THE SECTION IN WHICH THEY FIRST APPEAR OR IN EXHIBIT A (DEFINITIONS).

  1. Conclave Cloud Service.
    • Conclave Cloud Service. The “Conclave Cloud Service” is a subscription-based service provided by R3 consisting of the set-up, management, support, and maintenance of the Conclave Cloud Platform, and its availability from any Public Cloud utilized by R3, which includes related hardware, software, and networking environments, as further described in this Agreement.
    • Conclave Cloud Service Subscription. Your subscription to the Conclave Cloud Service will commence on the Effective Date and will continue until terminated pursuant to Section 13 (Termination) (the “Subscription Term”).
  2. Beta Test Services.
    • Beta Services. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by R3 that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental”, and any related Conclave Cloud Service (each, a “Beta Service”).  The terms and conditions in Section 7 (Fees, Taxes, and Payments) and Section 1 (Indemnification by R3) will not apply to any Beta Services.
    • Beta Services Terms. You must comply with all terms related to any Beta Service as made available to you.  R3 may add or modify terms, including lowering or raising any usage limits, related to access to or use of any Beta Services at any time.  Service level agreements do not apply to Beta Services.
    • Test Observations. You may provide R3 with information relating to your access, use, testing, or evaluation of Beta Services, including observations or information regarding the performance, features, and functionality of Beta Services (“Test Observations”).  R3 will own and may use and evaluate all Test Observations for its own purposes.  You will not use any Test Observations except for your internal evaluation of any Beta Service.
    • Suspension or Termination. R3 may suspend or terminate your access to or use of any Beta Service at any time.  Your access to and use of each Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by R3.  Notwithstanding anything to the contrary in the Agreement, after suspension or termination of your access to or use of any Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service, and (b) your Customer Data used in the applicable Beta Service may be deleted or inaccessible.
    • Confidentiality of Beta Services. Test Observations and any other information about or involving (including the existence of) any Beta Service are considered R3 Confidential Information.
    • BETA SERVICES DISCLAIMER AND LIMITATION OF LIABILITY. BETA SERVICES ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS.  ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, R3 IS PROVIDING BETA SERVICES TO YOU “AS IS.” R3 AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING BETA SERVICES, INCLUDING ANY WARRANTY THAT THE BETA SERVICES WILL BECOME GENERALLY AVAILABLE, BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.  EXCEPT TO THE EXTENT PROHIBITED BY LAW, R3 AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.  R3’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS.
  3. Access and Use Rights. Subject to the terms, conditions and restrictions set forth in this Agreement, R3 grants to you a revocable, non-exclusive, non-transferrable, and non-sublicensable right during the Subscription Term to access and use the Conclave Cloud Service and Use Policies to develop, test and deploy Conclave Applications (the “Use Rights”).
  4. Use Restrictions.
    • As an express condition of the Use Rights, you are at all times prohibited from using the Conclave Cloud Service for any purpose not expressly permitted in this Agreement. You will not provide or otherwise make available, directly or indirectly, the Conclave Cloud Service or any part thereof or the Use Policies, in any form or format, to any Person other than as expressly set forth herein.  Furthermore, you will not:  (a) use the Conclave Cloud Service other than solely in accordance with the Use Rights, (b) directly or indirectly license, sublicense, loan, assign, sell, rent, resell, lease, transmit, distribute or otherwise transfer your rights under this Agreement or use or permit the use of the Conclave Cloud Service to provide service bureau, timeshare, outsourcing or other similar services or otherwise market or commercially exploit the Conclave Cloud Service or in any way allow any Person to use or benefit from the Conclave Cloud Service; (c) copy, reproduce, publish, reverse engineer, disassemble, reverse assemble, convert, translate, merge, decompile or otherwise, create derivative works from, or attempt to create, generate or access source code from the Conclave Cloud Service or Use Policies; (d) adapt, modify or replicate any features, functions, integrations, or interfaces of the Conclave Cloud Service or Use Policies or other portions thereof; (e) remove, destroy, modify, conceal, manipulate or obscure proprietary rights notices placed upon or contained within the Conclave Cloud Service and/or Use Policies or screens including any copyright notices or confidentiality legends placed upon or contained within the Conclave Cloud Service or Use Policies or any other related materials; (f) circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Conclave Cloud Service; (g) other than through the standard functionality of the Conclave Cloud Service, modify or alter the tables or files in the Conclave Cloud Service, including any signing event record or any usage statistics access; (h) use the Conclave Cloud Service or store or transmit Customer Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property or other right of any Person or that violates any Applicable Law; or (i) store or transmit Customer Data containing any viruses, worms, or other malicious computer programing codes able to damage the Conclave Cloud Service.  If you are required to provide a Governmental Authority with access to the Conclave Cloud Service, such access is subject to this Section 1 and your confidentiality obligations as well as your obligations and R3’s rights under Applicable Law.
    • You must not allow unauthorized individuals to gain access to your user credentials and must immediately notify R3 of unauthorized use of user credentials and any known or suspected breach of security related to the Conclave Cloud Service. You are responsible and liable for all acts and omissions that occur under your user credentials.
  5. Ownership.
    • Conclave Cloud Service. As between you and R3, the Conclave Cloud Service (including the Conclave Cloud Platform) and Use Policies, including all Intellectual Property in and to the Conclave Cloud Service (including the Conclave Cloud Platform) and Use Policies, and all Improvements of or to the foregoing made by R3 or its Representatives, are owned or licensed by, and are proprietary to, R3.
    • Customer Data. As between you and R3, the Customer Data, including all Intellectual Property in and to the Customer Data, are owned by you.  By using the Conclave Cloud Service, you independently determine the purposes and the means of the processing of Customer Data.  R3 will process Customer Data solely for purposes of performing R3’s obligations under this Agreement and R3 will not retain, use or disclose Customer Data for any purpose other than those identified in this Agreement, in accordance with the roles and responsibilities allocated in the Data Processing Addendum.  The parties acknowledge and agree that Service Attributes are not Customer Data and may be used by R3 to, among other things, evaluate and improve the Conclave Cloud Service or to promote the Conclave Cloud Service to current or potential customers.  As between you and R3, any and all Service Attributes are owned by R3.  You are responsible for properly configuring and using the Conclave Cloud Service and otherwise taking appropriate action to secure, protect and backup your accounts, Customer Data and Conclave Application(s) in a manner that will provide appropriate security and protection, which might include use of encryption to protect Customer Data and Conclave Application(s) from unauthorized access and routinely archiving Customer Data and Conclave Application(s).
    • Feedback. If you submit, orally or in writing, feedback, suggestions, or recommended changes to any of R3’s products and services, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), then you shall assign and hereby assign to R3 all right, title, and interest in and to the Feedback, including any ideas, know-how, concepts, techniques, or other Intellectual Property rights contained therein, and agrees that R3 is free to use such Feedback, without any attribution or compensation to you, for any purpose whatsoever.
  6. Suspension Rights and Other Terms.
    • Suspension Rights. Without limiting R3’s rights to terminate, R3 may, in its sole discretion, suspend your right to access or use any portion, or all, of the Conclave Cloud Service immediately upon notice to you if:  (a) R3 reasonably and in good faith determines that you pose a security risk to the functionality, availability, or integrity of, or may otherwise materially harm the Conclave Cloud Service or any content, software, information, or data on the Conclave Cloud Service, R3’s systems, or any third party, including any other R3 customer (or their systems or data); (b) your use is in violation of Applicable Law, or Use Policies, or may subject R3, its Affiliates, or any subcontractor or other service provider to liability; (c) R3 in its reasonable discretion must do so to address its subcontractor’s or service provider’s termination or suspension of its agreement with R3 or any services thereunder other than for material breach of such agreement to the extent caused solely by R3; or (d) R3 is otherwise required by Applicable Law or request of a Governmental Authority to do so.  In the event of a suspension, R3 will, where not prohibited by Applicable Law or confidentiality obligations and where reasonable under the circumstances, provide you with prior notice of any such suspension.  R3 will use commercially reasonable efforts to limit such suspension (i) to the necessary portion of the Conclave Cloud Service; and (ii) for as long as reasonably necessary to address the issues giving rise to the suspension.  You acknowledge that in the event of any suspension, you will not have access to the Conclave Cloud Service (or a portion thereof) and thus, may be unable to access any Customer Data that is stored within the Conclave Cloud Service.  Upon any suspension you will remain responsible for all Fees you have incurred through the date of suspension and for all Fees with respect to the Conclave Cloud Service to which you continue to have access and charges for in-process tasks completed after the date of suspension.  You will not be eligible for any remedies under any service level agreements.  R3’s right to suspend is in addition to any and all other rights and remedies R3 may have at law, in equity or under this Agreement, including the right to terminate this Agreement.
    • Monitoring. R3 may monitor the usage and operation of the Conclave Cloud Service, including to facilitate its operation of the Conclave Cloud Service, help resolve support requests, and detect and address threats to the functionality, security, integrity, and availability of the Conclave Cloud Service.
    • Use Policies. The Conclave Cloud Service and the Use Rights are subject to your compliance with the applicable Conclave Cloud Service policies, procedures and standards (as such may be updated from time to time, including by a posting a revised version on the R3 website), including (a) R3 Acceptable Use Policy available at https://www.conclave.net/conclave-cloud-acceptable-use-policy/; and (b) all other documents of R3 that are referenced in or incorporated into this Agreement (“Use Policies”).
    • Third Party Content. You are solely responsible for any Third Party Content you use in connection with the Conclave Cloud Service including obtaining the Third Party Content and the procurement and maintenance of current licensing and support contracts for such Third Party Content.  R3 does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Third Party Content, including its content or the manner in which it (or the applicable third party provider) handles, protects, manages or processes data (including Customer Data).  R3 cannot guarantee the continued availability of such Third Party Content.  You irrevocably waive any and all claims and damages against R3 with respect to such Third Party Content.
    • Modifying and Terminating the Conclave Cloud Service. Notwithstanding anything herein to the contrary, R3 reserves the right to modify the Conclave Cloud Service or to suspend or stop providing all or portions of the Conclave Cloud Service at any time.  You also have the right to stop using the Conclave Cloud Service at any time.  R3 is not responsible for any loss or harm related to your inability to access or use the Conclave Cloud Service at any time.
  7. Fees, Taxes and Payment.
    • Fees. Fees for the Conclave Cloud Service (“Fees”), if any, will be set out on the Ordering Page.  All Fees are non-refundable except as expressly set forth herein.  R3 may change the Fees at any time upon advance notice to you.  Any such price changes will take effect when indicated in R3’s notice.
    • Taxes. The amounts payable under this Agreement are exclusive of any present or future (a) sales, use, value added or other similar taxes, however designated; (b) tariffs, assessments, duties or similar taxes or charges whether imposed by domestic or foreign Governmental Authority or entities, (c) any interest, additions to tax or penalties applicable to (a) and (b), which may be levied or imposed on the provision of the Conclave Cloud Service, Fees or expenses under this Agreement (collectively, “Taxes”).  You shall pay such Taxes directly.  To the extent R3 is required to collect any such Taxes, such Taxes shall be added to the amounts otherwise due under this Agreement to R3 and shall be paid by you.  If any Applicable Law requires the deduction or withholding of Taxes from any payment by you, then (i) you shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld (each such amount, a “Withheld Tax Amount”) to the relevant Governmental Authority in accordance with Applicable Law, and (ii) the amounts payable under this Agreement shall be increased such that the total amount received by R3 from you, net of any Withheld Tax Amount (and net of any deduction or withholding applicable to additional sums payable under this Section 2), is equal to the amount that would have been received by R3 if no deduction or withholding had been required.
    • Payment. Only valid payment methods acceptable to R3 may be used to complete a purchase via the Conclave Cloud Portal.  You represent and warrant that you are authorized to use your designated payment method.  You authorize R3 to charge the Fees and Taxes to your designated payment method.  If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, you remain responsible for any uncollected amounts.  Fees (if any) for the features of the Conclave Cloud Service are automatically billed to your designated payment method monthly in arrears based on your usage.  A limited quantity of these features may, in R3’s sole discretion, be included in your subscription for a limited period without charge.  If your usage of the Conclave Cloud Service exceeds the quantity included in your subscription, you will be charged Fees based on your actual usage in the preceding month.  R3 uses Stripe as the third-party service provider for processing payments related to the Conclave Cloud Service.  Any payment processing will be subject to Stripe’s terms and privacy policy, and you hereby consent and authorize R3 and Stripe to share any information you provide to the extent required to process your payment.
  8. Confidentiality. 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, business strategies (including the existence of, the terms of and its position in any dispute in relation to this 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 that R3 may disclose Confidential Information to those of its Representatives who are bound to substantially similar obligations of confidentiality and have a need to know.  In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorized 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 this   Notwithstanding the confidentiality obligations under this 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.
  9. Indemnity.
    • R3 will (a) defend you from all third-party claims or causes of action, lawsuits, demands, litigations, and arbitrations alleging that the Conclave Cloud Service infringes or violates a third party’s Intellectual Property rights; and (b) indemnify and reimburse you from all Losses arising therefrom. If the Conclave Cloud Service is found to be infringing, or if at any time R3 reasonably believes that the Conclave Cloud Service may be subject to a claim of infringement, then R3 may choose to:  (i) modify the applicable portions of the Conclave Cloud Service to be non-infringing; (ii) obtain a right for you to continue using the infringing portions of the Conclave Cloud Service; or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and upon completion of your responsibilities set forth in Section 3, R3 shall refund a pro-rata portion of any Fees you have pre-paid for the Conclave Cloud Service for services you have not yet received (“Infringement Options”).  R3’s indemnity obligations will not apply to damages, losses, liabilities, settlements, costs, expenses, or fines (including reasonable attorney’s fees and legal costs) to the extent caused by or arising out of:  (A) your use of the Conclave Cloud Service, outside the scope of or in violation of this Agreement or Applicable Law or not in accordance with the Use Policies; (B) use of the Conclave Cloud Service, after notice from R3 or any appropriate authority of an alleged or actual infringement or after exercise by R3 of an Infringement Option; (C) any adaptations and modifications made by you or any other Person to the Conclave Cloud Service (other than R3 or R3’s subcontractors acting at R3’s express direction); or (D) any combination of the Conclave Cloud Service with hardware, software or other materials not provided by R3.  This Section sets forth your sole and exclusive remedy and R3’s only liability with respect to infringement or other violations of Intellectual Property rights.
    • You will indemnify, defend and hold R3, its Affiliates and subcontractors harmless from all third-party claims or causes of action, lawsuits, demands, litigations, and arbitrations and all resulting damages, losses, liabilities, settlements, costs, expenses, or fines (including reasonable attorney’s fees and legal costs) arising from (a) any infringement claim caused by or arising out of subsections (A)-(D) of Section 1; (b) any infringement or misappropriation claim caused by or arising out of Customer Data, Third Party Content or Conclave Applications or other Intellectual Property belonging to you; (c) the use, operation, or malfunction of your Conclave Applications, including any results or errors produced by the operation of such Conclave Applications; and/or (d) your breach of Section 4.2.
    • The obligations of the indemnifying party under this Section 3 are conditioned upon: (a) indemnifying party receiving written notice of each such actual or threatened proceeding or claim promptly upon the indemnified party first becoming aware of such proceeding or claim (provided, the indemnifying party will be relieved of its obligations under this Agreement to the extent such indemnifying party is actually prejudiced by the indemnified party’s delay) and (b) indemnified party reasonably cooperating with indemnifying party in the investigation and defense of each such proceeding or claim.  Indemnifying party will have the sole right to control and direct the investigation, defense and settlement of each such proceeding or claim, provided, however, that any such settlement will not impose any liability on indemnified party.
  10. Representations and Warranties. Each Party hereby expressly represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement (including, with respect to you, on behalf of the Company, if applicable); and (b) its performance hereunder does not breach any other agreement to which it is bound.
  11. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10 (REPRESENTATIONS AND WARRANTIES), TO THE MAXIMUM EXTENT PERMITTED BY LAW:  (A) THE CONCLAVE CLOUD SERVICE IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND R3 EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE CONCLAVE CLOUD SERVICE,  AND/OR THE ACCURACY OR RELIABILITY OF THE RESULTS THEREOF); AND (B) R3 DOES NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE CONCLAVE CLOUD SERVICE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY R3 OR ITS 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 R3.  THE CONCLAVE CLOUD SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  R3 IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.  R3 MAKES NO WARRANTIES, AND SHALL HAVE NO LIABILITY, WITH RESPECT TO ANY HARDWARE, SOFTWARE, INTERNET CONNECTIVITY OR OTHER ITEMS REQUIRED TO ACCESS THE CONCLAVE CLOUD SERVICE.
  12. LIMITATION OF LIABILITY.
    • NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED REVENUE OR PROFITS, OR LOST OR INACCURATE OR CORRUPTED DATA OR LOST USE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, OR LOSS OF BUSINESS EXPECTATIONS, FORCE MAJEURE EVENTS OR, IN THE CASE OF R3, (a) ACTS OR OMISSIONS OF THIRD PARTY SERVICE PROVIDERS, (b) THIRD PARTY CONTENT, (c) THE DEVELOPMENT OR USE OF CONCLAVE APPLICATION(S) OR (d) UNAVAILABILITY OF THE CONCLAVE CLOUD SERVICE.
    • R3’S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS ARISING IN CONNECTION WITH THE CONCLAVE CLOUD SERVICE WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUIVALENT TO THE GREATER OF (I) $100; AND (II) FEES PAID BY YOU TO R3 FOR THE CONCLAVE CLOUD SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM.
    • THE LIMITATIONS IN SECTIONS 1 AND 12.2 SHALL NOT APPLY TO (a) YOUR OBLIGATIONS SET FORTH IN SECTION 9; (b) BREACHES OF SECTION 8 (CONFIDENTIALITY); (c) BREACHES OF SECTION 4 (USE RESTRICTIONS); (d) ANY CASE OF FRAUD, BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (e) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED AT LAW.
    • Each party must bring all claims and causes of action within twenty-four (24) months of such claims and causes of action being discovered. The limitations and exclusions in this Section 4 apply to all claims or causes of action under whatever theory brought and regardless of whether a party was advised of the possibility of the claim.
  13. Termination.
    • Termination by You. You may terminate your subscription at any time through the Conclave Cloud Portal.  In the event you terminate pursuant to this Section 1, your subscription will immediately terminate and you will be responsible for payment of Fees incurred prior to termination.
    • Termination by R3. R3 may terminate this Agreement immediately at any time by giving you notice (including by email or through the Conclave Cloud Portal) if:
  • your account has been inactive for a period of three (3) consecutive months;
  • you if you are in material breach of this Agreement and such breach (i) is capable of cure and has not been cured by you within ten (10) calendar days following receipt of notice of such breach from R3; or (ii) is not capable of cure;
  • a party is (i) unable to perform any material portion of its obligations under this Agreement due to a Force Majeure Event and (ii) unable to resume its performance of such obligations within sixty (60) calendar days of such Force Majeure Event;
  • if a party to this Agreement shall be declared insolvent or bankrupt, or if any assignment of its property shall be made for the benefit of creditors or otherwise, or if its interest herein shall be levied upon under execution, or seized by virtue of any writ of any court of law, or if a petition is filed in any court and not dismissed within sixty (60) calendar days, to declare it bankrupt or for a reorganization under the Bankruptcy Law of the United States, or any similar statute, of if a Trustee in Bankruptcy or a Receiver be appointed for it, then the other party may, at its option, terminate this Agreement by giving notice provided that a party shall not terminate this Agreement pursuant to this Section 2 for so long as the other party continues to comply with all other provisions of this Agreement.
    • Effect of Termination. If this Agreement is terminated by either party, then (a) your designated payment method will be automatically charged for all Fees due to R3 up to and including the date of termination; (b) all copies and embodiments of R3’s Confidential Information must be returned or destroyed by you; (c) you must immediately discontinue use of the Conclave Cloud Service, unless you opt to continue use of the Conclave Cloud Service as an unpaid user (in which case your use of the Conclave Cloud Service will continue to be governed by the relevant terms and conditions of this Agreement, including but not limited to Section 4).  Unless you opt to continue use of the Conclave Cloud Service as an unpaid user, R3 has no obligation to retain the Customer Data following termination by either party, and R3 may destroy the Customer Data in its sole discretion following termination.
    • Survival. The following provisions of this Agreement shall survive the termination or expiration of this Agreement (in addition to any liability arising under this Agreement prior to such termination or expiration), and shall continue in full force and effect following such termination or expiration:  Sections 3, 5, 7-9, 11, 12, 2, 13.3, 16-19, 21, and 24, and Sections 2 and 7-10 of the Data Processing Addendum.
  1. Advice Disclaimer. R3 does not, and the Conclave Cloud Service and the Use Policies do not, render any type of financial, legal, tax, business, regulatory, or other advice.  You acknowledge that, as between you and R3, you are solely responsible for your business operations decisions, and compliance with all Applicable Laws and industry regulatory rules with respect thereto and any reliance by you upon R3, the Conclave Cloud Service or the Use Policies shall not diminish that responsibility.  You further acknowledge that R3 is not a fiduciary to your or any of your clients.
  2. Assignment. 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 (whether by operation of law or otherwise) this Agreement (in each case, in whole or in part) or any of your rights or obligations thereunder, including the Use Rights without R3’s prior written consent.  R3 may assign this Agreement (in whole or in part) and any of R3’s rights or obligations under this Agreement, in R3’s sole discretion.
  3. Governing Law and Venue. This Agreement will be interpreted, construed, and governed by the laws of the State of New York, United States.  You agree that the state or federal courts located in New York County, New York, shall have sole and exclusive jurisdiction over any disputes other than those that are subject to binding arbitration pursuant to Section 17 (Dispute Resolution and Arbitration) or cannot be heard in small claims court or any application for equitable relief.
  4. Dispute Resolution and Arbitration.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with R3 and limits the manner in which you can seek relief from R3, unless you opt out of arbitration by following the instructions set forth below.  No class or representative actions or arbitrations are allowed under this arbitration provision.  In addition, arbitration precludes you from suing in court or having a jury trial.

  • No Representative Actions. You and R3 agree that any dispute arising out of or related to this Agreement is personal to you and R3 and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
  • Arbitration of Disputes. Except for small claims disputes in which you or R3 seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or R3 seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and R3 waive your rights to a jury trial and to have any other dispute arising out of or related to this Agreement or the Conclave Cloud Service, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court.  Instead, for any Dispute that you have against R3 you agree to first contact R3 and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to R3 by email at legal@r3.com or by certified mail addressed to 1155 Avenue of the Americas, 34th Floor, New York, NY 10036, Attn:  Chief Legal Officer.  The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought.  Our notice to you will be similar in form to that described above.  If you and R3 cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court.  All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator.  Arbitration proceedings will be held in New York County, New York.  You and R3 agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”).  The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference.  You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
  • You and R3 agree that this Agreement affects interstate commerce and that the enforceability of this Section 3 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.  The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
  • The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, R3, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein.  The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary.  The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
  • You and R3 agree that for any arbitration you initiate, you will pay the filing fee, and R3 will pay the remaining JAMS fees and costs. For any arbitration initiated by R3, R3 will pay all JAMS fees and costs.  You and R3 agree that the state or federal courts of the State of New York and the United States sitting in New York County, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
  • Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and R3 will not have the right to assert the claim.
  • You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 7 by emailing legal@r3.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.  By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.
  • If any portion of this Section 8 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17.8 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17.8; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17.8 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17.8 will be enforceable.
  1. Miscellaneous. Headings and captions are used for convenience of reference only.  Unless otherwise stated, references to monetary amounts are in USD.  This Agreement may be signed in separate, identical counterparts (including counterparts delivered by electronic transmission) deemed to be one instrument.  Except as otherwise set forth in this Agreement, all notices to R3 must be sent by certified mail or reputable overnight courier to the Attention of the Chief Legal Officer and are deemed given one (1) business day after sending.  Notices to you will be sent to the registration email provided by you.  Except for your obligations to pay fees and expenses pursuant to this Agreement, neither party will be liable for failure or delay in the performance of its obligations under this Agreement if such performance has been made impracticable by the occurrence of a contingency not reasonably within the control and without the fault of a party, including compliance with any applicable foreign or domestic governmental regulation or order, severe weather, acts of God, epidemics, accidents, strike or labor troubles (in each case other than a party’s own), failure of equipment, riots,  wars, acts of terrorism, fire, shortages of materials, rationing, acts of public enemies, blockade, embargo, power failure, internet or other service disruptions involving hardware, software or power systems not within such party’s possession or reasonable control, and denial of service attacks (each, a “Force Majeure Event”).  The parties shall use reasonable efforts to negotiate in good faith to substitute any invalid, illegal or unenforceable provision with a valid, legal or enforceable provision which achieves to the greatest extent enforceable the original intent (and commercial position) of the parties as would have been achieved by the original provision.  Waiver of a breach is not waiver of other or later breaches.  No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.  Nothing in this Agreement is intended to create an agency, partnership, joint venture, or franchise between the parties and neither party has the authority to act in the name or on behalf of or otherwise to bind the other or to make representations on behalf of the other party or its products or services.  In performing its obligations under this Agreement, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation.  References to days are references to calendar days unless otherwise specified.  The words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole, including all Exhibits, and not to any particular provision of this Agreement.  The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory and require performance of the stated condition, etc.  The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform.  References to a Person are also to its permitted successors and permitted assigns.  Except as otherwise expressly provided herein, any agreement, instrument or statute referred to herein means such agreement, instrument or statute as it may be amended, modified, supplemented or restated from time to time, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references.  This Agreement has been prepared in the English language and the English language version thereof shall prevail and be binding even though a translation may also be prepared Except as set forth herein, there are no third party beneficiaries of this Agreement.
  2. Availability of Equitable Relief. Each party recognizes that the breach of the use restrictions set forth in Section 4 or the confidentiality provisions set forth in Section 8 could result in irreparable damage and harm to another party hereto (and, in the case of R3, its Affiliates) and such Person 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, in the case of R3, its Affiliates) may:  (a) seek to obtain specific performance, (b) seek to enjoin any Person that has breached, or threatens to breach, any provision of Section 4 (Use Restrictions) or Section 8 (Confidentiality) from engaging in any activity restricted by such provisions, and (c) pursue any one or more of the foregoing or any other remedy available to it under Applicable Laws.  A Person seeking or obtaining any such relief shall not be precluded from obtaining any other relief to which that Person may be entitled.
  3. Public Disclosures; Use of Names and Marks.
    • Press Releases and Public Announcements. Neither party may issue a press release, public announcement, advertisement or any form of publicity regarding or in connection with this Agreement without the written consent of the other party.  For the sake of clarity, nothing contained in this Section 1 shall restrict R3 from issuing press releases or other public announcements describing the Conclave Cloud Service generally without making reference to you.
    • Use of Names and Marks. Neither party may use the name or trademark or other marketing materials of the other party without prior written approval.
  4. Data Protection. The parties agree to comply with the data protection provisions set forth in the Data Processing Addendum.
  5. Export Controls and Sanctions. You acknowledge that software delivered to you under this Agreement may be subject to restrictions of the U.S. Government, including export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) (including the U.S. Export Administration Regulations (EAR)) and trade and economic sanctions maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) (collectively, “S. Export Controls and Sanctions”), and the E.U. Regulation (EC) No 428/2009 (as amended) (Regulation 428/2009) and other U.K., U.S. and foreign export and import Laws (“Other Applicable Export Laws”).  You acknowledge that the Conclave Cloud Service may not be exported, re-exported or otherwise retransferred except in accordance with U.S. Export Controls and Sanctions, Regulation 428/2009 and Other Applicable Export Laws.  Additionally, you agree that, (a) absent appropriate authorization from the U.S. or U.K. governments, the Conclave Cloud Service may not be licensed, sublicensed, loaned, assigned, sold, rented, resold, leased, transmitted, distributed, transferred, exported, re-exported or otherwise retransferred:  (i) into (or to a Person organized under the laws of, ordinarily resident in, or located in) Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country that is the target of a U.S. or U.K. trade embargo; (ii) to any Person on the Specially Designated Nationals (SDN) List administered by OFAC, or the Entity List or Denied Persons List administered by BIS, nor to an entity 50% or more owned, directly or indirectly, by one or more Persons on the SDN List; (iii) to any “military end-user” in the People’s Republic of China, Venezuela or Russia, or for any “military end use” therein, as defined by BIS; or (iv) for any purpose or end-use or to any Person that is otherwise prohibited by U.S. Export Controls and Sanctions, (b) the Conclave Cloud Service shall not be used to design, develop, engineer, manufacture, produce, assemble, test, repair, maintain, modify, operate, demilitarize, destruct, process or use any item that qualifies as a “defense article” under 22 CFR § 120.6, and (c) absent appropriate authorization from the U.K. government, no software may be exported or re-exported:  (i) into any country subject to European Union or U.K. sanctions or restrictive measures (including to a natural or legal person, body or entity which is owned or controlled by one or more parties subject to European Union or U.K. economic sanctions/restrictive measures); (ii) either directly or indirectly to any natural or legal person, body or entity listed as parties subject to European Union or U.K. economic sanctions/restrictive measures; or (iii) for any purpose or end-use that is prohibited by the E.U. Regulation 428/2009 or Other Applicable Export Laws.  You are solely responsible for compliance related to the manner in which you choose to use the Conclave Cloud Service including your transfer and processing of Customer Data and Conclave Application(s) and the country in which any of the foregoing occur.
  6. Modifying this Agreement. R3 may make changes to this Agreement from time to time.  If we make material changes, we will provide you with notice of such changes (including by email or through the Conclave Cloud Portal or updating the date at the top of this Agreement).  The changes will be effective immediately unless the notice states otherwise, and your continued use of the Conclave Cloud Service following R3’s notification confirms your acceptance of the changes.  If you do not agree to the changes, you must stop using the Conclave Cloud Service.  Unless material changes are made to the arbitration provision in Section 17, you agree that modification of this Agreement does not create a new right to opt out of arbitration.
  7. Entire Agreement. This Agreement together with its Exhibits and other terms incorporated into this Agreement by reference, is the entire agreement between the parties with respect to the applicable subject matters under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter and cannot be modified except by written agreement executed by an authorized Representative of R3 referencing the specific provisions modified.  Purchase orders or similar documents issued by you or your agents are void and of no effect.  If Company’s procurement processes require use of an internal purchase order neither it nor its terms will supersede, replace, or amend this Agreement.

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If you have any questions concerning this Agreement, please contact us at:  legal@r3.com.

By clicking the “I Agree” button on the Ordering Page, you agree that you have read, understand, and agree to be bound by terms and conditions of this Agreement, and you represent and warrant that if you are entering into this Agreement on behalf of an entity, you are duly authorized and empowered to enter into this Agreement on behalf of such entity.

 

 

 

EXHIBIT A

DEFINITIONS

For purposes of this Agreement, including the Exhibits, the following definitions apply.

Affiliate” means, with respect to R3, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, R3.

Agreement” means these Conclave Cloud Terms and Conditions including all Exhibits hereto, and all documents and policies referenced herein, each as may be amended or updated from time to time.

Applicable Law” means, with respect to any Person in any jurisdiction, the laws, regulations, orders, rules, rulings, notices, judicial decisions, directions, requirements, requests, guidelines and/or codes issued by a Governmental Authority or regulatory or quasi-governmental authority, court or tribunal affecting or relating to any matter including but not limited to any matter covered by this Agreement and being in force during the Subscription Term.

Conclave Application” is software developed and/or licensed by you that is transformed by the Conclave Cloud Platform into a secure enclave, and all other software that is used to deliver any product or service that interacts with, or utilizes, such enclave, including all software provided by you to customers of such software; such software includes all configurations as used by you in connection with such provision to your customers.

Conclave Cloud Platform” means R3’s proprietary platform developed for the purpose of allowing Java developers to write applications in a variety of high-level languages that can be deployed into a hardware trusted execution environment such as multi-party compute Java applications in Intel SGX.

Conclave Cloud Portal” means the online system through which you register for and access the Conclave Cloud Service.

Conclave Cloud Service” has the meaning set forth in Section 1.1 (Conclave Cloud Service).

Confidential Information” has the meaning set forth in Section 8.

Control” means (a) the ownership, directly or indirectly, of fifty percent (50%) or more of the voting equity share capital of a specific Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise.  “Controlling” and “Controlled” will have correlative meanings.

Customer Data” means all data belonging to you, including data submitted for processing as part of the Conclave Cloud Service and the result of the processing of any data in the Conclave Cloud Service (including all data input by you), including Personal Data, meta-data and any data inputted through the Conclave Application(s).

“Data Processing Addendum” means a document available  at https://www.r3.com/wp-content/uploads/2021/10/R3_Data-Protection-Addendum.pdf, as amended from time to time, which is incorporated by reference and forms part of this Agreement.

Dispute” has the meaning set forth in Section 17 (Dispute Resolution and Arbitration).

Effective Date” has the meaning set forth in the preamble.

FAA” has the meaning set forth in Section 17 (Dispute Resolution and Arbitration).

Feedback” has the meaning set forth in Section 5.3.

Fees” has the meaning set forth in Section 7.1 (Fees).

Force Majeure Event” has the meaning set forth in Section 18 (Miscellaneous).

Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any supra-national, governmental, federal, state, provincial, local governmental or municipal entity or authority and any self-regulatory organization or quasi- governmental organization exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to government (including, in each case, any branch, department or official thereof).

Improvements” means any and all customizations, enhancements, additions, modifications, extensions, updates, new versions, translations, improvements, and derivative works.

Infringement Options” has the meaning set forth in Section 9.1.

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, reexaminations, 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 (including those trade secrets defined in the U.S. Uniform Trade Secrets Act promulgated by the National Conference of Commissioners on Uniform State Laws in 1979, as amended and under corresponding foreign statutory and common law), business, technical and know-how information, non-public information, and confidential information and rights to limit the use or disclosure thereof by any Person, (e) mask works and (f) moral rights.

JAMS Rules” has the meaning set forth in Section 17.2 (Dispute Resolution and Arbitration).

Losses” means damages, losses, liabilities, settlements, costs, expenses, or fines (including reasonable attorney’s fees and legal costs).

Notice” has the meaning set forth in Section 17.2 (Dispute Resolution and Arbitration).

Ordering Page” means the webpage in the Conclave Cloud Portal on which you register to use the Conclave Cloud Service, elect your desired subscription level and payment method and agree to the terms of this Agreement.

Other Applicable Export Laws” has the meaning set forth in Section 22 (Export Controls and Sanctions).

Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association, corporation, or any other legal entity, or Governmental Authority.

Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household.

Public Cloud” means computing services provided by a third party service provider, based on a cloud computing model, in which such provider makes computing and related resources available.

R3” means (i) with respect to counterparties located in North America, R3 LLC, a Delaware limited liability company having its principal place of business at 1155 Avenue of the Americas, 34th floor, New York, New York 10036; or (ii) with respect to counterparties located outside of North America, R3 Limited, a company incorporated in England and Wales with company number 10103259, having its principal place of business at 2 London Wall Place, 12th floor, London, England, EC2Y 5AU.

Representatives” means, with respect to R3, R3’s Affiliates, its and their respective managers, officers, directors, employees, professional advisors, third party agents, consultants, auditors, developers and other independent contractors performing services for R3.

Service Attributes” shall mean usage data related to the Conclave Cloud Service (such as resource identifiers, meta-data tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics) produced from your access to and use of the Conclave Cloud Service and/or R3’s provision of the Conclave Cloud Service.

Subscription Term” has the meaning set forth in Section 1.2 (Conclave Cloud Service Subscription).

Third Party Content” means software or other content, data, data feeds or services owned by third parties.

Tribunal” has the meaning set forth in Section 17.3 (Arbitration).

Use Policies” has the meaning set forth in Section 6.3 (Use Policies).

Use Rights” has the meaning set forth in Section 3 (Access and Use Rights).

U.S. Export Controls and Sanctions” has the meaning set forth in Section 22 (Export Controls and Sanctions).