Terms of Service

Last Updated: Oct 21, 2026

Please read these Terms of Service (the "Terms") and our Privacy Notice (link) (the "Privacy Notice") carefully because they govern your access and use of the application located at https://app.preprod.mainnet.corda.xyz, and any associated application, subdomain, or interface operated by R3 SPC, ("R3 SPC", "we", "us" or "our") (collectively, the "Application"). To make these Terms easier to read, the Application and any services accessible through the Application or associated application or interface (including the APIs, as defined below) are collectively called the "Services."

These Terms govern only your access to and use of the Services. Please refer to the applicable Offering Memorandum (the "Offering Memorandum"), the Pricing Supplement, any indenture and any supplements thereto (together, the "Fiscal Agency Agreement") (collectively, the "Offering Documents") for the terms governing the tokenized debt securities offered through the Services (the "Notes"), including the Corda Equity Premium Income notes (the "EPIC Notes"). The Offering Documents also apply to you if you are a whitelisted counterparty using the Services to directly mint or redeem the Notes, and they are each incorporated herein by reference.

1. Agreement to Terms

BY ACCESSING AND USING THE SERVICES, YOU AGREE TO, AND ARE LEGALLY BOUND BY, THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS, CEASE USING THE SERVICES IMMEDIATELY. By using any portion of the Services that is subject to any Offering Documents, you also agree to, and are legally bound by, the applicable Offering Documents. In the event of a conflict between these Terms and the Offering Documents with respect to Note-related matters, the Offering Documents will control. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, "you" and "your" will refer to that entity.

2. Privacy Notice

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Application and may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted the updated Terms, this means you accept and consent to such changes. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Eligibility

(a) Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with R3 SPC and not otherwise barred from using the Services under applicable law. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws, rules, and regulations when accessing and using the Services. Without limiting the foregoing, by accessing and using the Services, you represent and warrant that:

(i) You are not a resident, national, or agent of Cuba, Iran, North Korea, Syria, Belarus, Russia, or the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the United Nations Security Council embargoes goods or imposes similar sanctions (collectively, the "Restricted Territories").

(ii) You are not a member of any sanctions list or equivalent established by the United States, the United Nations Security Council, the United Kingdom, or the European Union (collectively, a "Sanctions List Person") and you do not intend to transact with any Restricted Person or Sanctions List Person.

(b) Note Eligibility. Eligibility to purchase, hold, or redeem the Notes is determined solely by the Offering Documents, which may impose additional requirements, including investor accreditation or professional-investor status and completion of identity verification. Access to the Application does not confer eligibility to purchase the Notes.

(c) Consumer Protection Carve-Out. If, under the law of your country or state of residence, you are treated as a consumer contracting outside your trade, business, craft or profession, nothing in these Terms (including the arbitration agreement in Section 19, the unilateral amendment right in Section 3, and the governing law and forum choice in Section 18) limits any non-waivable statutory right or protection available to you as a consumer under the mandatory law of your habitual residence, and those provisions will apply to you only to the extent permitted by such law.

5. Wallets, Accounts, & Verification

(a) Wallets; Account. For certain features of the Services, you will need: (i) a digital asset wallet or (ii) an account to which you will need to connect a digital asset wallet. It is important that you provide us with accurate, complete and current account information and keep this information up to date. If you do not, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You are responsible for all activities that occur under your account and your wallet.

(b) Non-Custodial Services. The Services are non-custodial. R3 SPC does not hold, control, or have access to the private keys, seed phrases, or digital assets of any wallet you connect to or generate through the Services, whether self-hosted or provided by a third-party wallet or embedded-wallet provider. Your relationship with any wallet provider is governed solely by that provider's terms, and R3 SPC is not responsible for any act or omission of any wallet provider. You are solely responsible for safeguarding your wallet credentials; loss of your private keys or seed phrase may result in the permanent and irrecoverable loss of your digital assets.

(c) Identity Verification. Access to certain features of the Services, including minting and redemption of the Notes, requires completion of identity verification and screening conducted by us or our third-party service providers ("Verification"). You agree to provide accurate, current, and complete information for Verification and consent to our service providers processing that information in accordance with the Privacy Notice.

(d) Ongoing Verification. We reserve the right to verify your ongoing eligibility at any time and to request additional information to confirm your ongoing eligibility. We may suspend or terminate your access to the Services, your account, or your status as an Eligible Purchaser (as defined in the Offering Documents), as applicable, if you fail to meet these eligibility requirements.

6. The Services and the Notes

(a) Certain Services. R3 SPC makes the Services available to facilitate certain activities related to the Notes, including minting and redemption, in each case subject to the terms of the Offering Documents. You acknowledge and agree that you may only mint and redeem the Notes directly with the Foundation, as issuer, using the Services if you meet the eligibility criteria set forth in the Offering Memorandum and the Fiscal Agency Agreement and complete the required whitelisting process. R3 SPC is not the issuer of the Notes and has no obligation to you in respect of the Notes themselves.

(b) Transaction Processing. Deposit (minting) and redemption requests submitted through the Services constitute requests only and are not accepted until processed in accordance with the Offering Documents. Requests may be aggregated and settled in batches at prices determined in the manner described in the Offering Documents, which may differ from any indicative price displayed at the time you submit a request. We may reject, delay, or reverse any request as permitted by the Offering Documents or where required by applicable law, including for sanctions or Verification reasons. Minimum subscription and redemption amounts, and any applicable settlement timing, are set out in the Offering Documents.

(c) Displayed Information. Any yields, target yields, annual percentage yields, net asset values, token prices, total value locked, or other figures displayed on the Services are indicative estimates provided for informational purposes only. They may be derived from third-party data sources or blockchain oracles, may be delayed, approximate, or inaccurate, and do not constitute an offer, a guarantee of performance, or a promise of any return. Past or targeted performance is not a reliable indicator of future results. The value of the Notes may go down as well as up, and you may lose some or all of your investment.

(d) Transfer Restrictions. The Notes are subject to the transfer restrictions set out in the Offering Documents. Smart contracts associated with the Notes may block transfers to or from addresses associated with Sanctions List Persons or Restricted Persons. Any person who acquires a Note, including through a secondary transfer, will be deemed to have made the representations and agreements set out in the Offering Documents. R3 SPC does not operate, endorse, or assume any responsibility for any secondary market in the Notes.

(e) No Deposit Insurance. The Notes and any digital assets held in connection with the Services are not bank deposits and are not insured or guaranteed by any deposit insurance scheme, governmental authority, or compensation scheme.

7. Fees and Payment; Taxes

(a) Fees. There may be fees associated with your use of the Services. You agree to pay any applicable fees in connection with transactions through the Services, including any Gas Fees. "Gas Fees" mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network.

(b) Transaction Fees; Purchase Requirements. There may be fees associated with certain activities related to the Notes, including minting and redemption ("Transaction Fees"), as well as minimum purchasing and selling requirements for the Notes. You agree to pay any applicable Transaction Fees and comply with any such requirements, which are further described in the Offering Documents.

(c) Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, "Taxes" means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority, including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.

8. Intellectual Property

(a) License. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Services (including via application programming interfaces made available by R3 SPC from time to time ("APIs")), solely for your own internal or personal purposes and in accordance with these Terms. Any other use of the Services is expressly prohibited. You may need to create an account and obtain credentials issued by R3 SPC to access and use the APIs. You are responsible for safekeeping your account credentials and for all activities that occur under or in connection with your account, or are otherwise attributable to your credentials, whether or not you know about them.

(b) API Restrictions. You will not at any time, and will not permit any third party to, directly or indirectly: (i) use the APIs in any manner beyond the scope of rights expressly granted in these Terms; (ii) reverse engineer, disassemble, decompile, decode, or attempt to bypass any security measures to any software component of the APIs; (iii) use or access the APIs for purposes of monitoring the availability, performance, or functionality of any Services or for any other benchmarking or competitive purpose; (iv) frame, mirror, sell, resell, rent or lease use of the APIs to any third party; (v) use the APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other rights of any third party, or violates applicable law; (vi) interfere with, or disrupt the integrity or performance of, the APIs; (vii) transfer, sublicense or otherwise distribute the APIs to any third party; or (viii) copy or modify the APIs, in whole or in part. R3 SPC may set limits on the number of API calls that you can make, or anything else about the APIs, at its sole discretion without notice. For example, we may limit your API calls in the interest of service stability. If you exceed the limits, R3 SPC may moderate your activity or cease offering you access to the APIs altogether in R3 SPC's sole discretion.

(c) Content. We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.

(d) Trademarks. The Corda name, the Corda logo, and other Corda-related marks displayed on the Services are trademarks owned by R3 Holdco LLC (or its applicable affiliate) and are used by R3 SPC under license.

(e) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services ("Feedback"). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

9. General Prohibitions and R3 SPC's Enforcement Rights

9.1 You agree not to do any of the following:

(a) Use, display, mirror or frame the Services or any individual element within the Services, R3 SPC's name, any R3 SPC or Corda trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without R3 SPC's express written consent;

(b) Access, tamper with, or use non-public areas of the Services, R3 SPC's computer systems, or the technical delivery systems of R3 SPC's providers;

(c) Attempt to probe, scan or test the vulnerability of any R3 SPC system or network or breach any security or authentication measures;

(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by R3 SPC or any of R3 SPC's providers or any other third party (including another user) to protect the Services;

(e) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by R3 SPC or other generally available third-party web browsers;

(f) Use any meta tags or other hidden text or metadata utilizing a Corda or R3 SPC trademark, logo, URL or product name without R3 SPC's express written consent;

(g) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(h) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

(j) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(k) Use the Services to conceal or disguise the origin or nature of proceeds of crime or to further any money laundering, terrorist financing, or other unlawful activity;

(l) Violate any applicable law or regulation; or

(m) Encourage or enable any other individual to do any of the foregoing.

9.2 R3 SPC is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. Demonstration and Test Environments

R3 SPC may make available demonstration, test, or development versions of the Services (including instances deployed on test or development blockchain networks such as Solana devnet, for example at app.demo.devnet.corda.xyz) ("Test Environments"). Test Environments are provided solely for demonstration and evaluation purposes. Any tokens, balances, yields, or transactions displayed in a Test Environment are simulated, have no monetary value, and do not represent Notes, securities, or any other financial instrument or claim against R3 SPC, the Foundation, or any other person. Nothing in a Test Environment constitutes an offer or solicitation of any kind. We may modify, reset, or discontinue any Test Environment, and delete any data within it, at any time without notice.

11. Links to Third-Party Websites or Resources

The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party resources.

12. Termination

We may suspend or terminate your access to and use of the Services at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 7 (for all fees due to R3 SPC prior to termination), 8(c), 8(d), 8(e), 9, and 12 through 21.

13. Warranty Disclaimers

(a) THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

(b) You assume and acknowledge all risks associated with using the Services, the Notes and decentralized systems generally. You agree that you will have no recourse against R3 SPC, the Foundation, or anyone else for any losses due to your use of the Services and any content therein. For example, these losses may arise from or relate to: (i) incorrect information; (ii) software or network failures; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

(c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

14. Assumption of Risk

By accessing and using the Services, you acknowledge and accept the following risks. Additional risk factors are set forth in the applicable Offering Documents. You should review all applicable risk disclosures before using the Services.

(a) You are solely responsible for determining what, if any, Taxes and Gas Fees apply to your transactions through the Services. Neither R3 SPC, the Foundation, nor any of their respective affiliates are responsible for determining the Taxes that apply to such transactions.

(b) Any transfer of digital assets occurs within the supporting blockchain and not on the Services. Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in digital assets will be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

(c) There are risks associated with using Internet-based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. R3 SPC will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported digital assets, however caused, including Gas Fees paid or payable in connection therewith.

(d) Stablecoins used to subscribe for or receive proceeds from the Notes, including USDC, are subject to their own risks, including the risk that a stablecoin loses its peg to its reference asset or that its issuer suspends redemptions. Neither R3 SPC nor the Foundation issues, controls, or guarantees any stablecoin.

(e) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of any digital assets.

(f) The Services may rely on third-party platforms and service providers, including blockchain networks, wallet providers, identity-verification providers, custodians, and price or data oracles, to perform transactions with respect to any digital assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

(g) By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. R3 SPC is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.

15. No Investment Advice

Neither R3 SPC nor the Foundation provides investment, tax, or legal advice, nor does either of them broker trades on your behalf. You should consult your own legal, tax, and financial advisors. All information provided via the Services relating to the Notes is for informational purposes only and should not be construed as investment advice. You alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Neither R3 SPC nor the Foundation makes any representation or warranty as to the current or future value of the Notes.

16. Indemnity

You agree to indemnify and hold R3 SPC, the Foundation, and their respective affiliates, officers, directors, agents, employees, and representatives harmless from any claims, disputes, demands, liabilities, damages, losses, and costs and expenses (including attorneys' fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your holding or use of the Notes; (c) your breach or alleged breach of these Terms; or (d) your actual or alleged violation of any law or regulation.

17. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER R3 SPC, THE FOUNDATION, NOR EITHER OF THEIR RESPECTIVE SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL R3 SPC'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO R3 SPC FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, PROVIDED THAT IN NO EVENT WILL R3 SPC'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). NOTHING IN THIS SECTION 17 LIMITS OR EXCLUDES EITHER PARTY'S LIABILITY FOR FRAUD OR FRAUDULENT MISCONDUCT, FOR WILFUL MISCONDUCT OR GROSS NEGLIGENCE, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED AS A MATTER OF APPLICABLE LAW. THIS CAP APPLIES TO THE SERVICES ONLY; LIABILITY OF THE FOUNDATION AS ISSUER OF THE NOTES IS GOVERNED SOLELY BY THE OFFERING DOCUMENTS.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN R3 SPC AND YOU.

18. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the courts located in the Cayman Islands, and you and we each waive any objection to jurisdiction and venue in such courts.

19. Dispute Resolution

(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that Cayman Islands law governs the interpretation and enforcement of these Terms. This arbitration provision will survive termination of these Terms.

(b) Exceptions. As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in the Summary Court of the Cayman Islands if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules. Any Disputes arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, will be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules (the "Arbitration Rules") in force as at the date of these Terms, which Arbitration Rules are deemed to be incorporated by reference to these Terms. The arbitration will be conducted in the English language and the place of arbitration will be George Town, Grand Cayman, Cayman Islands. The arbitration will be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules. The decision of the sole arbitrator to any such dispute, controversy, difference or claim will be in writing and will be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms will be instituted in any court of any jurisdiction. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts, or to object to venue to the extent any proceeding is brought in accordance herewith.

(d) Arbitration Costs. Responsibility of payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law. If we prevail in arbitration we will pay all of our attorneys' fees and costs and will not seek to recover them from you.

(e) Injunctive and Declaratory Relief. Except as provided in Section 19(b) above, the arbitrator will determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. YOU AND THE FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section will be null and void.

(g) Severability. With the exception of any of the provisions in Section 19(f) of these Terms (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

20. General Terms

(a) Reservation of Rights. R3 SPC and its licensors (including R3 Holdco LLC, which owns the Corda name, logo, and related marks and licenses them to R3 SPC) exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the Cayman Islands, the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between R3 SPC and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between R3 SPC and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without R3 SPC's prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. R3 SPC may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Force Majeure. R3 SPC will have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet disturbances.

(d) Notices. Any notices or other communications provided by R3 SPC under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(e) Waiver of Rights. R3 SPC's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of R3 SPC. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(f) Miscellaneous. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between R3 SPC and you. Neither party is, by virtue of these Terms or otherwise, authorized as an agent or legal representative of the other party. Nothing contained in these Terms will be deemed to create any third-party beneficiary right upon any third party (except with respect to the indemnified parties set forth in Section 16, which include the Foundation). The headings to Sections of these Terms are for convenience of reference only and do not form a part of these Terms and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of these Terms, whether by virtue of being the drafter or otherwise. The parties have agreed to contract electronically, and accordingly, electronic signatures or any other forms of acceptance permitted by law will be given the same effect and weight as original signatures.

21. Contact Information

If you have any questions about these Terms or the Services, please contact R3 SPC at [email protected].