Please read these Terms of Service (the “Agreement”) carefully because they constitute a binding agreement between Chain Asset Management Solutions LLC d/b/a Chain AMS (“Chain AMS”) and you (“Customer”). The “Effective Date” of this Agreement is the date of your initial access to the Services (as defined below) through any online provisioning or registration process.
BY ACCESSING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
“Customer Data” means electronic data and information submitted by or for Customer to the Services.
“Documentation” means Chain AMS’ online user guides, documentation, and help and training materials, as updated from time to time.
“Services” means the services that are made available online by Chain AMS, as described in the Documentation.
“User” means an individual who is authorized by Customer to use the Services, and to whom Customer (or Chain AMS at Customer’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
2. CHAIN AMS RESPONSIBILITIES
2.1 Provision of Services. Chain AMS will make the Services available to Customer pursuant to this Agreement.
2.2 Protection of Customer Data. Chain AMS will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Chain AMS personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with the “Confidentiality: Compelled Disclosure” section below, or (c) as expressly permitted in writing by Customer.
2.3 Chain AMS Personnel. Chain AMS will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Chain AMS’ obligations under this Agreement, except as otherwise specified herein.
3. USE OF SERVICES
3.1 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Chain AMS promptly of any such unauthorized access or use, and (d) use Services only in accordance with the Documentation and applicable laws and government regulations.
3.2 Usage Restrictions. Customer will not (a) make any Services available to, or use any Services for the benefit of, anyone other than Customer or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Services, or include any Services in a service bureau or outsourcing offering, (c) use the Services for any illegal, harmful, fraudulent, infringing or offensive purpose, or transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive, (d) use the Services to store or transmit content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots, (e) interfere with or violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (f) attempt to gain unauthorized access to the Services or its related systems or networks, including making network connections to any users, hosts, or networks unless Customer has permission to communicate with them, (g) copy the Services or any part, feature, function or user interface thereof, (h) distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements, (i) frame or mirror any part of the Services, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (j) access the Services in order to build a competitive product or service, or (k) reverse engineer the Services (to the extent such restriction is permitted by law).
4.1 Fees. The AssetLink system is provided at no additional cost where parties have an active Master Remarketing Agreement with fees charged at 12.5% of gross proceeds related to remarketing activities or an alternative agreement outlining the relevant fee structure or system charges. Typically, a Right of First Look (ROFL) agreement covering all locations across the Customer isConfidential Information - Do not distribute.also completed.
5. PROPRIETARY RIGHTS AND LICENSES
5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Chain AMS and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
5.2 License by Customer to Host Customer Data. Customer grants Chain AMS and its hosting providers a worldwide, limited- term license to host, copy, transmit and display Customer Data, as necessary for Chain AMS to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Chain AMS acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data.
5.3 License by Customer to Use Feedback. Customer grants to Chain AMS a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the Services.
6.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Chain AMS includes the Services, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
6.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentialit y agreements with the Receiving Party containing protections no less stringent than those herein.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
7.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
7.2 Disclaimers. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY OR ITS LICENSORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
8. MUTUAL INDEMNIFICATION
8.1 Indemnification by Chain AMS. Chain AMS will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement of, a Claim Against Customer, provided Customer (a) promptly gives Chain AMS written notice of the Claim Against Customer, (b) gives Chain AMS sole control of the defense and settlement of the Claim Against Customer (except that Chain AMS may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Chain AMS all reasonable assistance, at ChainConfidential Information - Do not distribute.AMS’s expense. If Chain AMS receives information about an infringement or misappropriation claim related to the Services, Chain AMS may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for the Services upon 30 days’ written notice.
8.2 Indemnification by Customer. Customer will defend Chain AMS against any claim, demand, suit or proceeding made or brought against Chain AMS by a third party alleging that the Customer Data, or Customer's use of the Services in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Chain AMS”), and will indemnify Chain AMS from any damages, attorney fees and costs finally awarded against Chain AMS as a result of, or for any amounts paid by Chain AMS under a settlement of, a Claim Against Chain AMS; provided Chain AMS (a) promptly gives Customer written notice of the Claim Against Chain AMS, (b) gives Customer sole control of the defense and settlement of the Claim Against Chain AMS (except that Customer may not settle any Claim Against Chain AMS unless it unconditionally releases Chain AMS of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.
8.3 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. CHAIN AMS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN THE AGGREGATE FIFTY DOLLARS ($50.00). THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2 Exclusions. Exclusions. IN NO EVENT WILL CHAIN AMS HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, AND IN NO EVENT WILL CHAIN AMS HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES, HOWEVER CAUSED, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1 Term of Agreement. This Agreement commences on the Effective Date and continues until terminated as provided herein.
10.2 Termination. A party may terminate this Agreement for cause (i) upon ten (10) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, either party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other party.
10.3 Surviving Provisions. The sections titled “Proprietary Rights,” “Confidentiality,” “Disclaimers,” “Limitation of Liability,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
11. GENERAL PROVISIONS
11.1 Export Compliance. The Services, other Chain AMS technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Chain AMS and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
11.2 Entire Agreement. This Agreement is the entire agreement between Chain AMS and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
11.3 Modifications to this Agreement. Chain AMS may modify the terms and conditions of this Agreement from time to time with notice to Customer as provide herein. The modifications become effective Customer’s access of the Services.
11.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.5 No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
11.6 Federal Government End Use Provisions. Chain AMS provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for DepartmentConfidential Information - Do not distribute.of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Chain AMS to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
11.7 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by confirmed facsimile, or (d), except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email. Notices to Chain AMS will be addressed to the attention of its Chief Digital Officer, Rowayton Venture Group R LLC d/b/a Chain Asset Management Solutions, 43 Shields Rd, Darien CT 06820, and email email@example.com. Notices to Customer will be addressed to Customer and be clearly identifiable as Legal Notices. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
11.8 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
11.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provisionwill be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
11.10 Assignment. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without Chain AMS’ prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.11 Governing Law. This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the United States of America, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Date Last Updated: March 28, 2022