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  • Legally Binding Single Beneficiary Agreement
  • UK, USA or EU Jurisdiction
  • Tier-1 Software Escrow Vendor
  • No Setup Fee
  • Unlimited Git Repositories

All fees are invoiced in advance on an annual basis.

To setup your software escrow agreement, please complete all the fields below. We will then process your agreement and send you and the beneficiary a PDF version for your records.

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The price for membership is £1,188.00 per Year. Members in the EU will be charged a VAT tax.


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Express Escrow Terms and Conditions

TERMS AND CONDITIONS

UK Jurisdiction

Last updated June 1, 2020

 

Thank you for using Escrow London! Please read this Terms and Conditions agreement carefully before accessing or using the Escrow London service.

Effective date: Date when the Depositor first accepted these Terms and Conditions on the Membership Page on the Escrow London website.

“Depositor” means an organisation, company or individual that has developed the Product and registered their details as the Depositor on the Membership Page on the Escrow London website.

Recitals:

  1. Depositor and Beneficiary have entered into a software license Agreement (the “License Agreement”) pursuant to which Depositor has licensed to Beneficiary certain proprietary technology (“Product”).
  2. Continuous availability of such Product and the maintenance thereof are critical to Beneficiary in the conduct of its business.
  3. Beneficiary wishes to ensure that the manufacture, maintenance and support of Product is available if Depositor fails to fulfill its obligations as set forth in the License Agreement or if Depositor does not remain in business.
  4. Escrow London is in the business of providing third party escrow protection by storing, retaining and allowing limited access to proprietary technology.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

  1. Definitions
    • In this Agreement the following terms shall mean the following:

“Agreement” means this Agreement including all Schedules and Appendices.

“Beneficiary” means an organisation, company or individual that has been granted a license to use the Product and has been registered on the Membership Page or on the Beneficiary Registration Form and issued with a Beneficiary Confirmation Letter by Escrow London.

“Beneficiary Confirmation Letter” means a letter issued by Escrow London to the registered Beneficiary confirming their rights under the terms and conditions of this Agreement.

“Beneficiary Registration Form” means the additional Beneficiary registration page on the Escrow London website located at https://www.escrowlondon.co.uk/beneficiary-registration-form/ used to add additional Beneficiaries to a Multi Beneficiary agreement.

“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, on which clearing banks in the city of London are generally open for business.

“Electronic Transfer” means an upload or download of data through the internet to a server managed by Escrow London.

“Intellectual Property” means any patents, copyrights, database rights, trademarks, confidential information, domain names and any other similar rights.

“License Agreement” means the agreement that entitles the Beneficiary to use the Product.

“Membership Page” means the Express Escrow registration page on the Escrow London website located at https://express.escrowlondon.co.uk/membership-account/membership-checkout/

“Product” means the proprietary technology including any updates licensed to the Beneficiary as registered as the Package Name on the Membership Page.

“Repository” means the git repository or repositories in which the Depositor’s Source Code is stored.

“Source Code” means the computer code that was used to program the Product.

“Third Party Codes” means the Source Code that is not Intellectual Property of the Depositor.

“Verification Test” means the tests performed by Escrow London on the Source Code as agreed between the parties.

  1. DEPOSIT OF SOURCE CODE
    • Promptly following the date hereof, the Depositor shall deposit with Escrow London a complete copy of the Source Code by Electronic Transfer. It is the responsibility of the Depositor to provide and update Escrow London with a complete list of Repository addresses active for the Source Code used in the Product licensed to the Beneficiary. Escrow London will supply the Depositor with a SSH PUB key that must be attached by the Depositor to the assigned Repository.
    • Depositor hereby grants Escrow London the right and permission to access the Repository for the purpose of downloading the Source Code to the Escrow London servers.
    • Escrow London will confirm by email to the Beneficiary and Depositor following the receipt of the initial deposit of Source Code. If the Beneficiary does not receive such notice by email within 20 Business Days, Beneficiary shall immediately notify Escrow London by email.
    • Escrow London disclaims any warranty that the operation of the Electronic Transfer service will be uninterrupted or error free, further Escrow London shall have no liability whatsoever with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet or any intrusion, virus disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the Depositor servers.
    • Depositor represents and warrants that it has the right and authority to enter into this Agreement and grant to Beneficiary and Escrow London the rights as provided in this Agreement.
    • Depositor represents and warrants that other than Third Party Codes it owns the Intellectual Property rights in the Product.
    • If the Source Code contain Third Party Codes, the Depositor warrants that is has been granted the valid rights under a license agreement with the owner of the Third Party Codes. In the event of a release of the Source Code, the Beneficiary shall be responsible to obtain the necessary licenses from the third party to utilise the Third Party Codes.
    • If the Source Code contains Third Party object code, the Depositor warrants that it has full authority from the owner of the third party object code to make such a deposit.
    • Escrow London shall have no obligation to either party with respect to the preparation, accuracy, execution or delivery of the Source Code.
    • If required, the Depositor grants Escrow London the rights to upload the Source Code onto a secured computer system to perform Verification Tests. Escrow London will remove the Source Code from the computer system after completion of the tests.
    • Escrow London shall perform Verification Tests of the Source Code according to additional services ordered by any party to verify the existence and legibility of the Source Code. Escrow London will invoice the party that ordered the Verification Test services according to their published fees at the time of ordering.
    • In the event that a Verification Test is performed, Escrow London will provide a Full Verification Report to the Depositor and Beneficiary following the Verification Test.
    • Escrow London disclaims any warranty that the Verification Test warrants the usability of the Source Code and does not warrant that the deposited Source Code is accurate and complete.
    • Notwithstanding any other provisions of this Agreement, Escrow London shall be free to appoint subcontractors for part, but not all, of the delivery of this Agreement.  Escrow London shall at all times remain liable for the acts and omissions of any subcontractor appointed and used in the course of this Agreement.

 

  1. STORAGE AND SECURITY
    • Escrow London shall act as custodian of the Source Code until the escrow is terminated pursuant to Section 8 of this Agreement.
    • Subject to Section 5.6 below, Depositor shall remain at all times the sole owner of the Source Code deposited with Escrow London pursuant to this Agreement and shall retain all rights and interests attached thereto.
    • Except as provided in this Agreement, Escrow London agrees that:
      • It shall not divulge, disclose or otherwise make available the Source Code to any parties other than Depositor, or make any use whatsoever of the Source Code;
      • It shall not permit any person access to the Source Code, except as may be necessary for Escrow London’s authorised representatives to perform its functions under this Agreement;
      • Access to the Source Code by Depositor shall be granted by Escrow London only to those persons duly authorised in writing by an officer of Depositor;
    • Escrow London’s sole responsibility shall be to accept, store and deliver the Source Code deposited with it by Depositor, in accordance with the terms and conditions of this Agreement.

 

  1. EVENTS OF DEFAULT
    • The occurrence of any of the following shall constitute an “Event of Default” for purposes of this Agreement:
      • Depositor becomes unable to pay its debts or is deemed to be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • Depositor applies for or consents to the appointment of a trustee, receiver or other custodian for Depositor, or makes a general assignment for the benefit of its creditors;
      • Any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings commenced by or against Depositor, and if such case or proceeding is not commenced by Depositor if it is acquiesced in or remains un-dismissed for sixty (60) days; or
      • Depositor ceases active operation of its business or discontinues the licensing or maintenance of the Source Code in material breach of the License Agreement;

 

  1. RELEASE OF SOURCE CODE
    • Upon the occurrence of any Event of Default (as defined in Section 4.1), an officer of Beneficiary must notify Escrow London by sending a statutory declaration by email as to such Event of Default (a “Notice”). The Notice must include a list of circumstances of the Event of Default and should include any supporting facts. Escrow London shall send a copy of the Notice to the Depositor by email.
    • Unless Escrow London receives Contrary Instructions (as defined below) by an officer of Depositor within ten (10) Business Days after sending the Notice, the Source Code then in escrow shall be delivered to Beneficiary by Escrow London within the next ten (10) Business Days following the end of such ten-day period.
    • “Contrary Instructions” for the purposes of this Agreement means a certificate executed by an official of Depositor stating that the Events of Default specified in the Notice have not occurred or have been cured prior to the applicable period. This certificate must be sent to Escrow London by email.
    • Upon receipt of such Contrary Instructions, Escrow London shall send a copy of the Contrary Instructions to the Beneficiary and not release the Source Code then in escrow, but shall continue to store the Source Code until otherwise directed in writing by Depositor and Beneficiary jointly or until resolution of the dispute pursuant to Section 6 of this Agreement.
    • Unless otherwise provided in the License Agreement, upon release of the Source Code in accordance with this Agreement, Beneficiary shall have the right to, and Depositor hereby grants the Beneficiary a worldwide, non-exclusive license to, use the Source Code for the sole purpose of continuing the benefits afforded to Beneficiary pursuant to the License Agreement.
  2. DISPUTE RESOLUTION
    • A dispute resolution may be requested within thirty (30) Business Days of receipt of any Contrary Instructions pursuant. If Escrow London receives a call for dispute resolution by any of the parties pursuant to section 5 hereof, Escrow London shall appoint an independent arbitrator in London, England.
    • The parties shall submit all their claims including supporting documents in writing to the arbitrator within ten (10) Business Days following delivery of the request for dispute resolution. The sole question to be determined by the arbitrator shall be whether or not there existed an Event of Default at the time that the Contrary Instructions were delivered under Section 5. The decision by the arbitrator will be established on the written documentation submitted by all the parties without the requirement for a hearing.
    • Notwithstanding the applicable rules or arbitration, all arbitral awards shall be in writing and shall set forth in detail the findings of fact and conclusions of law of the arbitrator. The decision of the arbitrator shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. The arbitrator shall immediately deliver a copy of such decision to Depositor, Beneficiary and Escrow London.
    • If the arbitrator finds that the Notice was properly given by the Beneficiary and that an Event of Default existed at the date Depositor had delivered the Contrary Instructions, Escrow London shall promptly deliver the Source Code to the Beneficiary.
    • All fees and expenses charged by the arbitrator in the arbitration shall be paid by the non-prevailing party in the arbitration. Each party shall bear the cost of its own counsel’s fees and expenses in connection with any arbitration or judicial proceeding brought hereunder.

 

  1. LIABILITY

 

  • Escrow London (and any of its officers, employees and agents) shall be indemnified and held harmless from and against any and all damages, losses, costs, liabilities or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”).
  • In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement.
  • Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof;
  • Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the License Agreement or any other agreement;
  • Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability;
  • Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto;
  • Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

 

  1. TERMINATION

 

  • TERM-TERMINATION
    • Unless earlier terminated as set forth below, the term of this Agreement shall commence on the date hereof for a period of one year and shall automatically renew from year-to-year.
    • In the event that the Depositor elects to terminate this Agreement, they must provide sixty (60) days written notice to Escrow London after providing confirmation in writing from all the registered Beneficiaries.
    • Escrow London may terminate the Agreement (for whatever reason) by providing sixty (60) days written notice to Depositor and Beneficiary.
    • In the event that a License Agreement has been terminated with a single Beneficiary, the Depositor must notify Escrow London in writing within thirty (30) days to terminate the rights of that Beneficiary under this Agreement. Upon receipt of such notice, Escrow London will notify the Beneficiary of the intention of the Depositor to terminate the rights of that Beneficiary under this Agreement. If within thirty (30) days, Escrow London does not receive a notice disputing the termination of the rights of that Beneficiary under this Agreement, then it will be deemed that the Beneficiary consented to the termination and the rights of the Beneficiary under this Agreement will be immediately terminated. If that Beneficiary disputes the termination of the License Agreement, this Agreement will continue in full force.
    • Following the termination of this Agreement, Escrow London will delete all Source Code deposited as part of this Agreement.
    • At the time of termination, the Depositor will be liable in full for their part of unpaid fees due to Escrow London.
    • At the time of termination, Escrow London shall have no obligation to refund any part of the fees paid under this Agreement. In the event that the Agreement is terminated under Section 8.3, Escrow London will refund any fees on a pro-rata basis for the period following termination until the next renewal.
    • The provisions of Sections 1, 5 through 12 shall survive the termination or expiration of this Agreement.

 

  1. FEES
    • In consideration of performing its function as escrow agent hereunder, Escrow London shall be compensated by the Depositor accordance to the fees published on the Escrow London website.
    • Increase in Consumer Price Index. If during the term of the Agreement there is an increase in the Consumer Price Index as published by the National Office for Statistics over the Consumer Price Index reported for the month in which the Agreement was signed, Escrow London may increase the fees by the same percentage as the increase in the Consumer Price Index; provided that Escrow London does not increase the fees under this subsection more often than once per twelve (12) months.
    • After the initial twelve (12) month term, the fees may be amended by Escrow London from time to time by giving written notice to both parties of at least sixty (60) days prior to any increase in its fees.

 

 

  1. FORCE MAJURE
    • No party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the parties not affected may terminate this agreement by giving seven (7) days’ written notice to the affected party.

 

  1. NOTICES
    • All notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered 48 hours after having been sent by email to the email addresses set forth below or to such other email address as any party may designate from time to time by notice, provided, however, that notice of change of email address shall be effective only upon actual receipt.

 

 

  1. MISCELLANEOUS
    • This Agreement, including the Schedules hereto constitutes the entire agreement among the parties regarding the subject matter hereof and supersedes all previous agreements, either oral or written, between the parties.
    • This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
    • If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
    • The section headings in this Agreement do not form a part of it, but are for convenience only and shall not limit or affect the meaning of the provisions.
    • This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all parties hereto.
    • This Agreement shall be exclusively governed by and construed in accordance with English Law without regard to the provisions regarding conflicts of law. Except as provided in Section 6, any dispute arising under or in relation to this Agreement shall be resolved exclusively by the courts of England, and the parties hereto irrevocably submit to the jurisdiction of such courts for such purposes.

 

BY CLICKING ON THE "ACCEPT" BUTTON (IF ORDERING ONLINE), PROVIDING DIGITAL SIGNATURES AND/OR BY CONTINUING TO ACCESS OUR SERVICE /OR RETURNING YOUR ACCEPTANCE (IF ORDERING VIA ANY OTHER MEANS) YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE PROCESS NOW.  WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).

 

Escrow London Limited operates exclusively on a B2B basis, it does not contract directly to the general public. It does not deal with consumer sales and/or access. By continuing you are confirming that you are not a consumer for the purposes of the Consumer Credit, Consumer Rights, and Sale of Goods legislation and that you are in business and placing an order for the purpose of that business and not for personal use.

 

 

EXPRESS ESCROW SINGLE BENEFICIARY AGREEMENT

EU Jurisdiction

 

Agreement Number EX09XXX

 

 

This Escrow Agreement (“Agreement”) is made on [INSERT DATE] by and among:

 

  • [Depositor Name, registered company number ######] located at [registered address] (“Depositor”),
  • Escrow London LTD (registered number: 09997952) located at DataSpace UK, Wincham Business Park, Wincham Ave, Northwich Cheshire, CW9 6GB, United Kingdom (“Escrow London”)

 

“Depositor” means an organisation, company or individual that has developed the Product and registered their details as the Depositor on the Membership Page on the Escrow London website.

 

Recitals:

  1. Depositor and Beneficiary have entered into a software license Agreement (the “License Agreement”) pursuant to which Depositor has licensed to Beneficiary certain proprietary technology (“Product”).
  2. Continuous availability of such Product and the maintenance thereof are critical to Beneficiary in the conduct of its business.
  3. Beneficiary wishes to ensure that the manufacture, maintenance and support of Product is available if Depositor fails to fulfill its obligations as set forth in the License Agreement or if Depositor does not remain in business.
  4. Escrow London is in the business of providing third party escrow protection by storing, retaining and allowing limited access to proprietary technology.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

 

  1. Definitions
    • In this Agreement the following terms shall mean the following:

“Agreement” means this Agreement including all Schedules and Appendices.

“Beneficiary” means an organisation, company or individual that has been granted a license to use the Product and has been registered on the Membership Page or on the Beneficiary Registration Form and issued with a Beneficiary Confirmation Letter by Escrow London.

“Beneficiary Confirmation Letter” means a letter issued by Escrow London to the registered Beneficiary confirming their rights under the terms and conditions of this Agreement.

“Beneficiary Registration Form” means the additional Beneficiary registration page on the Escrow London website located at https://www.escrowlondon.co.uk/beneficiary-registration-form/ used to add additional Beneficiaries to a Multi Beneficiary agreement.

“Business Day” means a day, other than a Saturday, Sunday or public holiday in Ireland, on which clearing banks in the city of Dublin are generally open for business.

“Electronic Transfer” means an upload or download of data through the internet to a server managed by Escrow London.

“Intellectual Property” means any patents, copyrights, database rights, trademarks, confidential information, domain names and any other similar rights.

“License Agreement” means the agreement that entitles the Beneficiary to use the Product.

“Membership Page” means the Express Escrow registration page on the Escrow London website located at https://express.escrowlondon.co.uk/membership-account/membership-checkout/

“Product” means the proprietary technology including any updates licensed to the Beneficiary as registered as the Package Name on the Membership Page.

“Repository” means the git repository or repositories in which the Depositor’s Source Code is stored.

“Source Code” means the computer code that was used to program the Product.

“Third Party Codes” means the Source Code that is not Intellectual Property of the Depositor.

“Verification Test” means the tests performed by Escrow London on the Source Code as agreed between the parties.

 

  1. DEPOSIT OF SOURCE CODE
    • Promptly following the date hereof, the Depositor shall deposit with Escrow London a complete copy of the Source Code by Electronic Transfer. It is the responsibility of the Depositor to provide and update Escrow London with a complete list of Repository addresses active for the Source Code used in the Product licensed to the Beneficiary. Escrow London will supply the Depositor with a SSH PUB key that must be attached by the Depositor to the assigned Repository.
    • Depositor hereby grants Escrow London the right and permission to access the Repository for the purpose of downloading the Source Code to the Escrow London servers.
    • Escrow London will confirm by email to the Beneficiary and Depositor following the receipt of the initial deposit of Source Code. If the Beneficiary does not receive such notice by email within 20 Business Days, Beneficiary shall immediately notify Escrow London by email.
    • Escrow London disclaims any warranty that the operation of the Electronic Transfer service will be uninterrupted or error free, further Escrow London shall have no liability whatsoever with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet or any intrusion, virus disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the Depositor servers.
    • Depositor represents and warrants that it has the right and authority to enter into this Agreement and grant to Beneficiary and Escrow London the rights as provided in this Agreement.
    • Depositor represents and warrants that other than Third Party Codes it owns the Intellectual Property rights in the Product.
    • If the Source Code contain Third Party Codes, the Depositor warrants that is has been granted the valid rights under a license agreement with the owner of the Third Party Codes. In the event of a release of the Source Code, the Beneficiary shall be responsible to obtain the necessary licenses from the third party to utilise the Third Party Codes.
    • If the Source Code contains Third Party object code, the Depositor warrants that it has full authority from the owner of the third party object code to make such a deposit.
    • Escrow London shall have no obligation to either party with respect to the preparation, accuracy, execution or delivery of the Source Code.
    • If required, the Depositor grants Escrow London the rights to upload the Source Code onto a secured computer system to perform Verification Tests. Escrow London will remove the Source Code from the computer system after completion of the tests.
    • Escrow London shall perform Verification Tests of the Source Code according to additional services ordered by any party to verify the existence and legibility of the Source Code. Escrow London will invoice the party that ordered the Verification Test services according to their published fees at the time of ordering.
    • In the event that a Verification Test is performed, Escrow London will provide a Full Verification Report to the Depositor and Beneficiary following the Verification Test.
    • Escrow London disclaims any warranty that the Verification Test warrants the usability of the Source Code and does not warrant that the deposited Source Code is accurate and complete.
    • Notwithstanding any other provisions of this Agreement, Escrow London shall be free to appoint subcontractors for part, but not all, of the delivery of this Agreement.  Escrow London shall at all times remain liable for the acts and omissions of any subcontractor appointed and used in the course of this Agreement.

 

  1. STORAGE AND SECURITY
    • Escrow London shall act as custodian of the Source Code until the escrow is terminated pursuant to Section 8 of this Agreement.
    • Subject to Section 5.6 below, Depositor shall remain at all times the sole owner of the Source Code deposited with Escrow London pursuant to this Agreement and shall retain all rights and interests attached thereto.
    • Except as provided in this Agreement, Escrow London agrees that:
      • It shall not divulge, disclose or otherwise make available the Source Code to any parties other than Depositor, or make any use whatsoever of the Source Code;
      • It shall not permit any person access to the Source Code, except as may be necessary for Escrow London’s authorised representatives to perform its functions under this Agreement;
      • Access to the Source Code by Depositor shall be granted by Escrow London only to those persons duly authorised in writing by an officer of Depositor;
    • Escrow London’s sole responsibility shall be to accept, store and deliver the Source Code deposited with it by Depositor, in accordance with the terms and conditions of this Agreement.

 

  1. EVENTS OF DEFAULT
    • The occurrence of any of the following shall constitute an “Event of Default” for purposes of this Agreement:
      • Depositor becomes unable to pay its debts or is deemed to be unable to pay its debts;
      • Depositor applies for or consents to the appointment of a trustee, receiver or other custodian for Depositor, or makes a general assignment for the benefit of its creditors;
      • Any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings commenced by or against Depositor, and if such case or proceeding is not commenced by Depositor if it is acquiesced in or remains un-dismissed for sixty (60) days; or
      • Depositor ceases active operation of its business or discontinues the licensing or maintenance of the Source Code in material breach of the License Agreement;

 

  1. RELEASE OF SOURCE CODE
    • Upon the occurrence of any Event of Default (as defined in Section 4.1), an officer of Beneficiary must notify Escrow London by sending a statutory declaration by email as to such Event of Default (a “Notice”). The Notice must include a list of circumstances of the Event of Default and should include any supporting facts. Escrow London shall send a copy of the Notice to the Depositor by email.
    • Unless Escrow London receives Contrary Instructions (as defined below) by an officer of Depositor within ten (10) Business Days after sending the Notice, the Source Code then in escrow shall be delivered to Beneficiary by Escrow London within the next ten (10) Business Days following the end of such ten-day period.
    • “Contrary Instructions” for the purposes of this Agreement means a certificate executed by an official of Depositor stating that the Events of Default specified in the Notice have not occurred or have been cured prior to the applicable period. This certificate must be sent to Escrow London by email.
    • Upon receipt of such Contrary Instructions, Escrow London shall send a copy of the Contrary Instructions to the Beneficiary and not release the Source Code then in escrow, but shall continue to store the Source Code until otherwise directed in writing by Depositor and Beneficiary jointly or until resolution of the dispute pursuant to Section 6 of this Agreement.
    • Unless otherwise provided in the License Agreement, upon release of the Source Code in accordance with this Agreement, Beneficiary shall have the right to, and Depositor hereby grants the Beneficiary a worldwide, non-exclusive license to, use the Source Code for the sole purpose of continuing the benefits afforded to Beneficiary pursuant to the License Agreement.
  2. DISPUTE RESOLUTION
    • A dispute resolution may be requested within thirty (30) Business Days of receipt of any Contrary Instructions pursuant. If Escrow London receives a call for dispute resolution by any of the parties pursuant to section 5 hereof, Escrow London shall appoint an independent arbitrator in Dublin, Ireland.
    • The parties shall submit all their claims including supporting documents in writing to the arbitrator within ten (10) Business Days following delivery of the request for dispute resolution. The sole question to be determined by the arbitrator shall be whether or not there existed an Event of Default at the time that the Contrary Instructions were delivered under Section 5. The decision by the arbitrator will be established on the written documentation submitted by all the parties without the requirement for a hearing.
    • Notwithstanding the applicable rules or arbitration, all arbitral awards shall be in writing and shall set forth in detail the findings of fact and conclusions of law of the arbitrator. The decision of the arbitrator shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. The arbitrator shall immediately deliver a copy of such decision to Depositor, Beneficiary and Escrow London.
    • If the arbitrator finds that the Notice was properly given by the Beneficiary and that an Event of Default existed at the date Depositor had delivered the Contrary Instructions, Escrow London shall promptly deliver the Source Code to the Beneficiary.
    • All fees and expenses charged by the arbitrator in the arbitration shall be paid by the non-prevailing party in the arbitration. Each party shall bear the cost of its own counsel’s fees and expenses in connection with any arbitration or judicial proceeding brought hereunder.

 

  1. LIABILITY
    • Escrow London (and any of its officers, employees and agents) shall be indemnified and held harmless from and against any and all damages, losses, costs, liabilities or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”).
    • In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement.
    • Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof;
    • Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the License Agreement or any other agreement;
    • Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability;
    • Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto;
    • Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

 

  1. TERMINATION

 

  • TERM-TERMINATION
    • Unless earlier terminated as set forth below, the term of this Agreement shall commence on the date hereof for a period of one year and shall automatically renew from year-to-year.
    • In the event that the Depositor elects to terminate this Agreement, they must provide sixty (60) days written notice to Escrow London after providing confirmation in writing from all the registered Beneficiaries.
    • Escrow London may terminate the Agreement (for whatever reason) by providing sixty (60) days written notice to Depositor and Beneficiary.
    • In the event that a License Agreement has been terminated with a single Beneficiary, the Depositor must notify Escrow London in writing within thirty (30) days to terminate the rights of that Beneficiary under this Agreement. Upon receipt of such notice, Escrow London will notify the Beneficiary of the intention of the Depositor to terminate the rights of that Beneficiary under this Agreement. If within thirty (30) days, Escrow London does not receive a notice disputing the termination of the rights of that Beneficiary under this Agreement, then it will be deemed that the Beneficiary consented to the termination and the rights of the Beneficiary under this Agreement will be immediately terminated. If that Beneficiary disputes the termination of the License Agreement, this Agreement will continue in full force.
    • Following the termination of this Agreement, Escrow London will delete all Source Code deposited as part of this Agreement.
    • At the time of termination, the Depositor will be liable in full for their part of unpaid fees due to Escrow London.
    • At the time of termination, Escrow London shall have no obligation to refund any part of the fees paid under this Agreement. In the event that the Agreement is terminated under Section 8.3, Escrow London will refund any fees on a pro-rata basis for the period following termination until the next renewal.
    • The provisions of Sections 1, 5 through 12 shall survive the termination or expiration of this Agreement.

 

  1. FEES
    • In consideration of performing its function as escrow agent hereunder, Escrow London shall be compensated by the Depositor accordance to the fees published on the Escrow London website.
    • Increase in Consumer Price Index. If during the term of the Agreement there is an increase in the Consumer Price Index as published by the National Office for Statistics over the Consumer Price Index reported for the month in which the Agreement was signed, Escrow London may increase the fees by the same percentage as the increase in the Consumer Price Index; provided that Escrow London does not increase the fees under this subsection more often than once per twelve (12) months.
    • After the initial twelve (12) month term, the fees may be amended by Escrow London from time to time by giving written notice to both parties of at least sixty (60) days prior to any increase in its fees.

 

 

 

 

 

  1. FORCE MAJURE
    • No party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the parties not affected may terminate this agreement by giving seven (7) days’ written notice to the affected party.

 

  1. NOTICES
    • All notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered 48 hours after having been sent by email to the email addresses set forth below or to such other email address as any party may designate from time to time by notice, provided, however, that notice of change of email address shall be effective only upon actual receipt.

 

 

  1. MISCELLANEOUS
    • This Agreement, including the Schedules hereto constitutes the entire agreement among the parties regarding the subject matter hereof and supersedes all previous agreements, either oral or written, between the parties.
    • This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
    • If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
    • The section headings in this Agreement do not form a part of it, but are for convenience only and shall not limit or affect the meaning of the provisions.
    • This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all parties hereto.
    • This Agreement shall be exclusively governed by and construed in accordance with the laws of Ireland without regard to the provisions regarding conflicts of law. Except as provided in Section 6, any dispute arising under or in relation to this Agreement shall be resolved exclusively by the courts of Dublin, and the parties hereto irrevocably submit to the jurisdiction of such courts for such purposes.

 

BY CLICKING ON THE "ACCEPT" BUTTON (IF ORDERING ONLINE), PROVIDING DIGITAL SIGNATURES AND/OR BY CONTINUING TO ACCESS OUR SERVICE /OR RETURNING YOUR ACCEPTANCE (IF ORDERING VIA ANY OTHER MEANS) YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE PROCESS NOW.  WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).

 

Escrow London Limited operates exclusively on a B2B basis, it does not contract directly to the general public. It does not deal with consumer sales and/or access. By continuing you are confirming that you are not a consumer for the purposes of the Consumer Credit, Consumer Rights, and Sale of Goods legislation and that you are in business and placing an order for the purpose of that business and not for personal use.

 

TERMS AND CONDITIONS

USA Jurisdiction

Last updated June 1, 2020

 

 

Thank you for using Escrow London! Please read this Terms and Conditions agreement carefully before accessing or using the Escrow London service.

Effective date: Date when the Depositor first accepted these Terms and Conditions on the Membership Page on the Escrow London website.

“Depositor” means an organisation, company or individual that has developed the Product and registered their details as the Depositor on the Membership Page on the Escrow London website.

Recitals:

  1. Depositor and Beneficiary have entered into a software license Agreement (the “License Agreement”) pursuant to which Depositor has licensed to Beneficiary certain proprietary technology (“Product”).
  2. The Depositor and Beneficiary intend for this Agreement to be considered as supplementary to the License Agreement pursuant to Section 365(n) of Title 11 of the United States Code and other applicable law.
  3. The Deposit Materials submitted under this Agreement shall be considered as “intellectual property” as defined in the United States Code.
  4. Continuous availability of such Product and the maintenance thereof are critical to Beneficiary in the conduct of its business.
  5. Beneficiary wishes to ensure that the manufacture, maintenance and support of Product is available if Depositor fails to fulfill its obligations as set forth in the License Agreement or if Depositor does not remain in business.
  6. Escrow London is in the business of providing third party escrow protection by storing, retaining and allowing limited access to proprietary technology.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

 

  1. Definitions
    • In this Agreement the following terms shall mean the following:

“Agreement” means this Agreement including all Schedules and Appendices.

“Beneficiary” means an organization, company or individual that has been granted a license to use the Product and has been registered on the Membership Page or on the Beneficiary Registration Form and issued with a Beneficiary Confirmation Letter by Escrow London.

“Beneficiary Confirmation Letter” means a letter issued by Escrow London to the registered Beneficiary confirming their rights under the terms and conditions of this Agreement.

“Beneficiary Registration Form” means the additional Beneficiary registration page on the Escrow London website located at https://www.escrowlondon.co.uk/beneficiary-registration-form/ used to add additional Beneficiaries to a Multi Beneficiary agreement.

“Business Day” means a day, other than a Saturday, Sunday or public holiday in New York, on which clearing banks in the city of New York are generally open for business.

“Electronic Transfer” means an upload or download of data through the internet to a server managed by Escrow London.

“Intellectual Property” means any patents, copyrights, database rights, trademarks, confidential information, domain names and any other similar rights.

“License Agreement” means the agreement that entitles the Beneficiary to use the Product.

“Membership Page” means the Express Escrow registration page on the Escrow London website located at https://express.escrowlondon.co.uk/membership-account/membership-checkout/

“Product” means the proprietary technology including any updates licensed to the Beneficiary as registered as the Package Name on the Membership Page.

“Repository” means the git repository or repositories in which the Depositor’s Source Code is stored.

“Source Code” means the computer code that was used to program the Product.

“Third Party Codes” means the Source Code that is not Intellectual Property of the Depositor.

“Verification Test” means the tests performed by Escrow London on the Source Code as agreed between the parties.

 

  1. DEPOSIT OF SOURCE CODE
    • Promptly following the date hereof, the Depositor shall deposit with Escrow London a complete copy of the Source Code by Electronic Transfer. It is the responsibility of the Depositor to provide and update Escrow London with a complete list of Repository addresses active for the Source Code used in the Product licensed to the Beneficiary. Escrow London will supply the Depositor with a SSH PUB key that must be attached by the Depositor to the assigned Repository.
    • Depositor hereby grants Escrow London the right and permission to access the Repository for the purpose of downloading the Source Code to the Escrow London servers.
    • Escrow London will confirm by email to the Beneficiary and Depositor following the receipt of the initial deposit of Source Code. If the Beneficiary does not receive such notice by email within 20 Business Days, Beneficiary shall immediately notify Escrow London by email.
    • Escrow London disclaims any warranty that the operation of the Electronic Transfer service will be uninterrupted or error free, further Escrow London shall have no liability whatsoever with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the internet or any intrusion, virus disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the internet or the Depositor servers.
    • Depositor represents and warrants that it has the right and authority to enter into this Agreement and grant to Beneficiary and Escrow London the rights as provided in this Agreement.
    • Depositor represents and warrants that other than Third Party Codes it owns the Intellectual Property rights in the Product.
    • If the Source Code contain Third Party Codes, the Depositor warrants that is has been granted the valid rights under a license agreement with the owner of the Third Party Codes. In the event of a release of the Source Code, the Beneficiary shall be responsible to obtain the necessary licenses from the third party to utilise the Third Party Codes.
    • If the Source Code contains Third Party object code, the Depositor warrants that it has full authority from the owner of the third party object code to make such a deposit.
    • Escrow London shall have no obligation to either party with respect to the preparation, accuracy, execution or delivery of the Source Code.
    • If required, the Depositor grants Escrow London the rights to upload the Source Code onto a secured computer system to perform Verification Tests. Escrow London will remove the Source Code from the computer system after completion of the tests.
    • Escrow London shall perform Verification Tests of the Source Code according to additional services ordered by any party to verify the existence and legibility of the Source Code. Escrow London will invoice the party that ordered the Verification Test services according to their published fees at the time of ordering.
    • In the event that a Verification Test is performed, Escrow London will provide a Full Verification Report to the Depositor and Beneficiary following the Verification Test.
    • Escrow London disclaims any warranty that the Verification Test warrants the usability of the Source Code and does not warrant that the deposited Source Code is accurate and complete.
    • Notwithstanding any other provisions of this Agreement, Escrow London shall be free to appoint subcontractors for part, but not all, of the delivery of this Agreement.  Escrow London shall at all times remain liable for the acts and omissions of any subcontractor appointed and used in the course of this Agreement.

 

  1. STORAGE AND SECURITY
    • Escrow London shall act as custodian of the Source Code until the escrow is terminated pursuant to Section 8 of this Agreement.
    • Subject to Section 5.6 below, Depositor shall remain at all times the sole owner of the Source Code deposited with Escrow London pursuant to this Agreement and shall retain all rights and interests attached thereto.
    • Except as provided in this Agreement, Escrow London agrees that:
      • It shall not divulge, disclose or otherwise make available the Source Code to any parties other than Depositor, or make any use whatsoever of the Source Code;
      • It shall not permit any person access to the Source Code, except as may be necessary for Escrow London’s authorised representatives to perform its functions under this Agreement;
      • Access to the Source Code by Depositor shall be granted by Escrow London only to those persons duly authorised in writing by an officer of Depositor;
    • Escrow London’s sole responsibility shall be to accept, store and deliver the Source Code deposited with it by Depositor, in accordance with the terms and conditions of this Agreement.

 

 

  1. EVENTS OF DEFAULT
    • The occurrence of any of the following shall constitute an “Event of Default” for purposes of this Agreement:
      • Depositor files a petition seeking bankruptcy protection, has an involuntary bankruptcy petition filed against it, has a receiver appointed or otherwise declares its inability to maintain its business or pay its debts as they become due, unless such is dismissed within ninety (90) days of the original filing;
      • Depositor applies for or consents to the appointment of a trustee, receiver or other custodian for Depositor, or makes a general assignment for the benefit of its creditors;
      • Any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings commenced by or against Depositor, and if such case or proceeding is not commenced by Depositor if it is acquiesced in or remains un-dismissed for sixty (60) days; or
      • Depositor ceases active operation of its business or discontinues the licensing or maintenance of the Source Code in material breach of the License Agreement;

 

  1. RELEASE OF SOURCE CODE
    • Upon the occurrence of any Event of Default (as defined in Section 4.1), an officer of Beneficiary must notify Escrow London by sending a statutory declaration by email as to such Event of Default (a “Notice”). The Notice must include a list of circumstances of the Event of Default and should include any supporting facts. Escrow London shall send a copy of the Notice to the Depositor by email.
    • Unless Escrow London receives Contrary Instructions (as defined below) by an officer of Depositor within ten (10) Business Days after sending the Notice, the Source Code then in escrow shall be delivered to Beneficiary by Escrow London within the next ten (10) Business Days following the end of such ten-day period.
    • “Contrary Instructions” for the purposes of this Agreement means a certificate executed by an official of Depositor stating that the Events of Default specified in the Notice have not occurred or have been cured prior to the applicable period. This certificate must be sent to Escrow London by email.
    • Upon receipt of such Contrary Instructions, Escrow London shall send a copy of the Contrary Instructions to the Beneficiary and not release the Source Code then in escrow, but shall continue to store the Source Code until otherwise directed in writing by Depositor and Beneficiary jointly or until resolution of the dispute pursuant to Section 6 of this Agreement.
    • Unless otherwise provided in the License Agreement, upon release of the Source Code in accordance with this Agreement, Beneficiary shall have the right to, and Depositor hereby grants the Beneficiary a worldwide, non-exclusive license to, use the Source Code for the sole purpose of continuing the benefits afforded to Beneficiary pursuant to the License Agreement.
  2. DISPUTE RESOLUTION
    • A dispute resolution may be requested within thirty (30) Business Days of receipt of any Contrary Instructions pursuant to Section 5 of this Agreement. If Escrow London receives a call for dispute resolution by any of the parties pursuant to Section 5 hereof, Escrow London shall appoint an independent arbitrator through the American Arbitration Association in New York City, USA.
    • The parties shall submit all their claims including supporting documents in writing to the arbitrator within ten (10) Business Days following delivery of the request for dispute resolution. The sole question to be determined by the arbitrator shall be whether or not there existed an Event of Default at the time that the Contrary Instructions were delivered under Section 5. The decision by the arbitrator will be established on the written documentation submitted by all the parties without the requirement for a hearing.
    • Notwithstanding the applicable rules or arbitration, all arbitral awards shall be in writing and shall set forth in detail the findings of fact and conclusions of law of the arbitrator. The decision of the arbitrator shall be final and binding upon the parties and enforceable in any court of competent jurisdiction. The arbitrator shall immediately deliver a copy of such decision to Depositor, Beneficiary and Escrow London.
    • If the arbitrator finds that the Notice was properly given by the Beneficiary and that an Event of Default existed at the date Depositor had delivered the Contrary Instructions, Escrow London shall promptly deliver the Source Code to the Beneficiary.
    • All fees and expenses charged by the arbitrator in the arbitration shall be paid by the non-prevailing party in the arbitration. Each party shall bear the cost of its own counsel’s fees and expenses in connection with any arbitration or judicial proceeding brought hereunder.

 

  1. LIABILITY
    • Escrow London (and any of its officers, employees and agents) shall be indemnified and held harmless from and against any and all damages, losses, costs, liabilities or expenses (including reasonable attorneys’ fees and expenses) (“Damages”) that are suffered or incurred by Escrow London or to which it may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or relate in any way to this Agreement (collectively, “Claims”).
    • In no event will Escrow London be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of Escrow London exceed the annual escrow fees paid under this Agreement.
    • Escrow London shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon, any notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by Escrow London to be genuine and to have been presented or signed by the proper party or parties or a representative thereof;
    • Escrow London shall not at any time be under any duty or responsibility to make a determination of any facts contained in any certificate delivered pursuant hereto or to make any independent verification of the statements or signatures in such certificate or amounts delivered thereby. Escrow London shall not be responsible for any failure by Depositor or Beneficiary to comply with any of their respective covenants contained in this Agreement, the License Agreement or any other agreement;
    • Escrow London shall be under no duty or obligation to take any legal action in connection with this Agreement or to enforce, through the institution of legal proceedings or otherwise, any of its rights as escrow agent hereunder or any rights of any other party hereto pursuant to this Agreement or any other agreement, nor shall it be required to defend any action or legal proceeding which, in its opinion, would or might involve Escrow London in any cost, expense, loss or liability;
    • Escrow London (and its affiliates for that matter) may engage or be interested in any financial or other transaction with the parties hereunder as freely as if it were not escrow agent hereunder, other than with respect to any and all matters pertinent hereto;
    • Nothing in this agreement shall limit or exclude any party’s liability with respect to liability for death or personal injury caused by negligence.

 

  1. TERMINATION

 

  • TERM-TERMINATION
    • Unless earlier terminated as set forth below, the term of this Agreement shall commence on the date hereof for a period of one year and shall automatically renew from year-to-year.
    • In the event that the Depositor elects to terminate this Agreement, they must provide sixty (60) days written notice to Escrow London after providing confirmation in writing from all the registered Beneficiaries.
    • Escrow London may terminate the Agreement (for whatever reason) by providing sixty (60) days written notice to Depositor and Beneficiary.
    • In the event that a License Agreement has been terminated with a single Beneficiary, the Depositor must notify Escrow London in writing within thirty (30) days to terminate the rights of that Beneficiary under this Agreement. Upon receipt of such notice, Escrow London will notify the Beneficiary of the intention of the Depositor to terminate the rights of that Beneficiary under this Agreement. If within thirty (30) days, Escrow London does not receive a notice disputing the termination of the rights of that Beneficiary under this Agreement, then it will be deemed that the Beneficiary consented to the termination and the rights of the Beneficiary under this Agreement will be immediately terminated. If that Beneficiary disputes the termination of the License Agreement, this Agreement will continue in full force.
    • Following the termination of this Agreement, Escrow London will delete all Source Code deposited as part of this Agreement.
    • At the time of termination, the Depositor will be liable in full for their part of unpaid fees due to Escrow London.
    • At the time of termination, Escrow London shall have no obligation to refund any part of the fees paid under this Agreement. In the event that the Agreement is terminated under Section 8.3, Escrow London will refund any fees on a pro-rata basis for the period following termination until the next renewal.
    • The provisions of Sections 1, 5 through 12 shall survive the termination or expiration of this Agreement.

 

  1. FEES
    • In consideration of performing its function as escrow agent hereunder, Escrow London shall be compensated by the Depositor accordance to the fees published on the Escrow London website.
    • Increase in Consumer Price Index. If during the term of the Agreement there is an increase in the Consumer Price Index as published by the National Office for Statistics over the Consumer Price Index reported for the month in which the Agreement was signed, Escrow London may increase the fees by the same percentage as the increase in the Consumer Price Index; provided that Escrow London does not increase the fees under this subsection more often than once per twelve (12) months.
    • After the initial twelve (12) month term, the fees may be amended by Escrow London from time to time by giving written notice to both parties of at least sixty (60) days prior to any increase in its fees.

 

  1. FORCE MAJURE
    • No party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the parties not affected may terminate this agreement by giving seven (7) days’ written notice to the affected party.

 

  1. NOTICES
    • All notices or other communications provided for by this Agreement shall be made in writing and shall be deemed properly delivered 48 hours after having been sent by email to the email addresses set forth below or to such other email address as any party may designate from time to time by notice, provided, however, that notice of change of email address shall be effective only upon actual receipt.

 

 

  1. MISCELLANEOUS
    • This Agreement, including the Schedules hereto constitutes the entire agreement among the parties regarding the subject matter hereof and supersedes all previous agreements, either oral or written, between the parties.
    • This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
    • If any of the provisions of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
    • The section headings in this Agreement do not form a part of it, but are for convenience only and shall not limit or affect the meaning of the provisions.
    • This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all parties hereto.
    • This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York. Except as provided in Section 6, any dispute arising under or in relation to this Agreement shall be resolved exclusively by the state or federal courts in New York City, New York, USA, and the parties hereto irrevocably submit to the jurisdiction of such courts for such purposes.

 

BY CLICKING ON THE "ACCEPT" BUTTON (IF ORDERING ONLINE), PROVIDING DIGITAL SIGNATURES AND/OR BY CONTINUING TO ACCESS OUR SERVICE /OR RETURNING YOUR ACCEPTANCE (IF ORDERING VIA ANY OTHER MEANS) YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DISCONTINUE THE PROCESS NOW.  WHERE YOU ARE USING THIS SERVICE ON BEHALF OF A BUSINESS, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER THIS CONTRACT ON BEHALF OF YOUR COMPANY (OR OTHER LEGAL ENTITY).

 

Escrow London Limited operates exclusively on a B2B basis, it does not contract directly to the general public. It does not deal with consumer sales and/or access. By continuing you are confirming that you are not a consumer for the purposes of the Consumer Credit, Consumer Rights, and Sale of Goods legislation and that you are in business and placing an order for the purpose of that business and not for personal use.