Master Services Agreement
Asset Reality
MASTER SERVICES AGREEMENT
This Master Subscription Agreement (MSA) establishes and governs the terms for accessing and using the services and products (such as our ARC Platform, Training Academy, instructor‑led training, or any other professional services or consultation) along with any related offerings provided by Asset Reality or its relevant entities. If no specific order designates a particular entity, our entity in the Seychelles, Asset Reality Limited, will be the default provider. Each product or service is referred to individually as a “Service” and collectively as the “Services.”
By accepting this MSA—whether by clicking to agree, checking a box, using the Service(s), and/or accepting or signing an ordering document referencing this MSA—the entity using the Service(s) (the “Client”) agrees to the terms of this Agreement, any applicable Order, and all applicable online product/services guides.
If an individual accepts this MSA on behalf of a company or other legal entity, that individual confirms they have full authority to bind the Client to this MSA. If the Client disagrees with any part of this MSA or the individual lacks authority to bind the Client, they should not accept this MSA or use the Service(s).
The effective date of this MSA will be the earliest of:
(i) the date the Client accepts an order, or
(ii) the date the Client first uses the Service(s) (the “Effective Date”).
If there is a valid order in place between the parties, this MSA—along with any attachments, exhibits, addenda, or orders—will comprise the “Agreement.” If any conflict arises between this MSA and an Order (including an SOW), the MSA will take precedence unless otherwise specified.
DEFINITIONS
• Agreement
The executed Order between the Client and Asset Reality, subject to these terms, including any applicable or additional terms, policies, or schedules.
• Asset Reality
Also referred to as “AR”, “We”, or “Us”. This term also refers to the Asset Reality Group or any entity within that Group.
• Authorised User
Any individual granted a user licence (as specified in the Order) to access and use the ARC Platform, Training Academy, or any other Service provided by Asset Reality. (For clarity, “Authorised User” excludes any entity or individual not specifically identified in the Order.)
• Client
(Also “You” or “Your”) Any individual, entity, government, law enforcement organization, or other authorised party to whom Asset Reality grants a licence to access and use its products and/or services (including professional services), whether for commercial or non‑commercial purposes.
• Client Data
Any information, data, or content that the Client provides, uploads, imports, transmits, posts, or otherwise makes accessible to Asset Reality in connection with the Services. This includes all files, documents, records, transaction details, personally identifiable information, and any other data associated with the Client.
• Deliverables
Any specific outputs, results, or products that Asset Reality is required to complete, provide, or deliver to the Client as outlined in the Order or Statement of Work (SOW). Deliverables may be tangible (e.g., hardware) or intangible (e.g., reports or designs) and are subject to agreed timelines and quality standards.
• Effective Date
The earlier of (i) the date the Client accepts an order, (ii) the date the Client first uses the Service(s), or (iii) the date provided in the Order.
• Notice
As defined in Section 11.7 of this Agreement.
• Order
Also known as “Executed Order”, the Client’s formal agreement to proceed with the purchase or subscription of specified products or services under the terms set forth in the Order. Acceptance may be written, electronic, or verbal, and confirms the specific terms, products, deliverables, or services to be provided. Orders may be amended or re‑executed as needed.
• Platform
Asset Reality’s ARC Platform, Agent App, or any other proprietary SaaS platform developed and owned by Asset Reality (and its supporting services) that enables the Client to manage and administer its digital assets, other financial seized assets, and physical assets.
• Service(s)
The specific product(s), support, or activities provided by Asset Reality as detailed in the applicable Order. This includes any training (regardless of delivery modality) and Asset Reality’s Training Academy. Any reference to “Services” also includes “Asset Reality Data” (see Section 1.4).
• Security Details
As defined in Section 3.1 below.
• Software
The proprietary SaaS platform developed and owned by Asset Reality—currently known as the Seized Asset Management System (ARC)—along with its supporting services.
• Statement of Work (SOW)
A document attached to the Order that outlines the specific services, deliverables, timelines, milestones, and performance expectations. The SOW is an integral part of this Agreement.
• Training Academy
A structured educational program offered by Asset Reality that provides Clients and Authorised Users with training courses, workshops, and resources designed to enhance their knowledge and skills regarding asset seizure, management, and administration, as well as the effective use of the ARC Platform and related services.
• Training Academy Platform
The online interface and system maintained by Asset Reality to deliver educational content, training courses, and resources as part of the Training Academy. This platform facilitates interactive learning experiences, including access to materials, workshops, progress tracking, and engagement with instructors and peers. Access is subject to acceptance of the LMS Terms.
• Trial and Beta Services
Services offered on a trial or beta basis (as defined in Section 1.19), typically for internal evaluation, and provided “AS‑IS” without service level commitments or warranties.
• Third‑Party Providers
External organizations, service providers, vendors, or individuals that offer products, services, or software not directly owned or controlled by the Client or Asset Reality but that may be integrated with or used alongside the Services.
1. SERVICES
1.1. Services Use and Access.
Subject to this Agreement and except as provided for Client Data, Asset Reality Data, or Platform licences (see Sections 1.5, 1.6, and 1.8), Asset Reality grants the Client permission to access and use the Service(s) in the quantities specified in the applicable Order during the Term (defined in Section 7). Access is limited to Authorised Users or individuals who have separately entered an agreement with Asset Reality. The Client agrees to use the Service(s) in compliance with all applicable laws, regulations, and Order terms, and shall not allow unauthorized access or misuse.
1.2. Asset Reality will use commercially reasonable efforts to provide the Service(s) as specified in the Order and any additional agreements.
1.3. Asset Reality will provide support to the Client in accordance with its Support Policy (available on our website under the “Legals” tab), which may be amended from time to time.
1.4. Asset Reality Data.
Subject to this Agreement, Asset Reality grants the Client a worldwide, non‑exclusive, non‑transferable, non‑assignable licence to access and use Asset Reality Data during the Term solely for the Ordered Service(s). “Asset Reality Data” means:
(i) any data or information provided through any Service(s) that may be extracted, downloaded, or accessed outside of the Service(s); or
(ii) data, training materials, analytics, or reports provided pursuant to (A) an Order (including any Deliverables) or (B) any free Service(s), including Trial or Beta Services.
For clarity, any reference to “Service(s)” includes Asset Reality Data.
1.5. Client Data.
Notwithstanding any other provision, the Client grants Asset Reality:
(i) a non‑exclusive, worldwide, royalty‑free licence to use information provided by the Client (or its Authorised Users or third parties on its behalf) for providing the Services; and
(ii) a non‑exclusive, worldwide, irrevocable, perpetual, royalty‑free licence to use any information recorded in a blockchain ledger (e.g., blockchain addresses, cryptocurrency transaction details) for improving and offering products or services (collectively, “Client Data”).
The Client represents that it owns or has rights to provide Client Data and is solely responsible for its accuracy, legality, and quality.
1.6. Feedback and Performance Data.
The Client grants Asset Reality a non‑exclusive, worldwide, irrevocable, perpetual, royalty‑free licence to use any feedback (ideas, suggestions, comments, etc.) provided by the Client or its Authorised Users regarding the Services. Asset Reality also owns metadata (e.g., usage statistics, response times, activity logs) related to the performance of the Services.
1.7. Personal Data.
For any Asset Reality Data pertaining to an identified or identifiable individual under applicable data privacy laws (e.g., GDPR, CCPA), the parties agree that such data will be processed in accordance with Asset Reality’s privacy policy and Data Protection Policy Disclosure (available on assetreality.com). If required by law, the parties will negotiate necessary amendments in good faith.
1.8. Platform Licences.
Asset Reality grants the Client a non‑exclusive, non‑transferable, non‑assignable, and non‑sublicensable licence to permit only Authorised Users to use the Platform and any associated documentation during the Service Term solely for the Client's internal operations. All Authorised Users must confirm and accept the licence terms provided online.
1.9. Authorised Users.
The Client agrees that:
1.9.1. An Authorised User is an employee or representative of the Client, authorised to use the Services on its behalf. Each user’s credentials must be unique and not shared.
1.9.2. The number of users accessing the Service(s) must not exceed the number specified in the Order. Additional subscriptions may be purchased subject to Asset Reality’s approval.
1.9.3. The Client must ensure each Authorised User is registered individually.
1.9.4. Asset Reality may audit user access (no more than once per year) to verify compliance with subscription limits.
1.9.5. If an audit reveals excess usage, Asset Reality may charge additional fees at current rates.
1.9.6. Asset Reality may suspend or revoke credentials if it suspects sharing or misuse.
1.9.7. Asset Reality will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week (except for scheduled maintenance, emergencies, or circumstances beyond its control).
1.9.8. Planned maintenance is scheduled between 10:00 pm and 2:00 am GMT; unscheduled maintenance outside normal business hours (9:00 am–5:00 pm GMT) will have at least six (6) hours’ notice.
1.10. Professional Services.
Professional Services include investigation support, case support, incident response, embedded mission support, training (including Training Academy), and other services not provided as SaaS. Access is limited to Authorised Users or individuals with a separate agreement. The Client agrees to comply with all relevant laws and Order terms.
1.11. Deliverables provided in connection with Professional Services are licensed exclusively for the Client’s use in connection with its asset-related activities.
1.12. Fees for Professional Services include all costs related to Asset Reality employees’ access to the Platform and/or Asset Reality Data. Asset Reality retains full rights to all Deliverables, which are licensed to the Client. The Client shall not use Deliverables in a misleading manner, and Asset Reality makes no guarantee regarding specific outcomes.
1.13. Professional Services are rendered on a non‑exclusive basis. Asset Reality may provide similar services to other clients, including competitors. The Client consents to such practices.
1.14. Asset Reality represents multiple entities (including public sector bodies and insolvency practitioners). The Client acknowledges that Asset Reality may engage clients whose interests are adverse to the Client. The Client waives any conflict of interest claims, provided Asset Reality does not disclose Client Confidential Information.
1.15. Asset Reality will not use or disclose Client Confidential Information in other engagements. The Client agrees not to seek disqualification of Asset Reality from representing others based on its possession of such information.
1.16. Asset Reality grants the Client a limited licence to disclose static image files (e.g., .png) of graphs extracted from the Services (“Graphs”) to courts or legal adjudicators. This licence does not extend to disclosing any other Asset Reality Data.
1.17. On‑Premises Software.
If provided, Asset Reality grants the Client a worldwide, non‑exclusive, non‑transferable, non‑sublicensable licence to access and use any on‑premises software (in the quantities specified in the Order) only during the Service Term and solely in connection with the Services. (Note: Open Source Software provided with On‑Premises Software is licensed separately under its own terms.)
1.18. Asset Reality’s “Knowledge Base,” which includes API documentation and other relevant information, is accessible to Clients. Documentation for On‑Premises Software will be provided separately. In the event of any conflict between the MSA and the Knowledge Base, the MSA controls.
1.19. Trial and Beta Services.
Asset Reality may offer a “Trial” (or similar) or Beta Services (features not generally available) for evaluation. These are provided “AS‑IS,” without warranties or service level commitments, and may be discontinued at any time. The Client acknowledges that any data submitted during a Trial or Beta Service may be deleted, and Asset Reality bears no liability for their use.
2. ADDITIONAL USER SUBSCRIPTIONS
2.1. The Client may purchase additional authorised user subscriptions during any Term. Asset Reality reserves the right to approve or reject additional users.
2.2. The Client must provide written notice to Asset Reality if additional subscriptions are desired. Approved users will be activated within ten (10) business days.
2.3. The Client must pay all applicable fees for additional subscriptions within 30 days of the invoice date.
3. SUPPORT & PLATFORM USER SECURITY
3.1. Asset Reality will provide support in accordance with its Support Policy (available on www.assetreality.com).
3.2. Asset Reality will maintain appropriate administrative, technical, and physical safeguards to protect the Services and any Client Data stored or accessible via the Services. Each Authorised User will be provided with Security Details (e.g., password, login, two‑factor authentication codes) to access the Platform. The Client is responsible for setting administrative permissions.
3.3. All Authorised Users must safeguard their Security Details and must not disclose them to unauthorized parties. If an Authorised User initiates crypto asset–related services, they must comply with any additional security requirements imposed by Asset Reality.
3.4. The Client must take reasonable steps to secure the Security Details and prevent fraudulent use of the Platform.
3.5. Security Details should not be written down or exposed to unauthorized individuals. Asset Reality will never request a password, and users must not allow others to access their accounts.
3.6. Failure to secure Security Details may result in liability for any resulting losses. The Client must maintain up‑to‑date security measures (e.g., antivirus, firewalls) and perform regular system checks.
3.7. The Client must promptly notify Asset Reality upon discovery of any loss or unauthorized disclosure of Security Details, unauthorized access to the Platform, or any breach of security.
3.8. The Client must ensure that email accounts used for Platform access are secure, as these may be used for password resets or security notifications.
3.9. The Client shall implement appropriate legal, organizational, physical, administrative, and technical measures to safeguard the Services and protect accounts from unauthorized access, including promptly notifying Asset Reality of any unauthorized use.
3.10. The Client is responsible for ensuring that all persons accessing the Platform are aware of and comply with this Agreement and all related policies.
3.11. The Platform (and any test environment) shall be available 99% of the time monthly, excluding emergency or scheduled maintenance, suspension for violations, and other circumstances beyond Asset Reality’s control. Notice will be provided for scheduled maintenance.
3.12. Asset Reality may provide access to Third‑Party Services via the Platform. Such access is subject to the Third Party’s terms and conditions. Asset Reality is not responsible for the quality or performance of Third‑Party Services.
3.13. The Client acknowledges that Asset Reality may share Client data with Third‑Party providers solely for integration and proper functioning of the Platform. The Client consents to such data sharing and represents it has the legal authority to provide such data.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1. The Client shall not:
• Remove any copyright, trademark, or other proprietary notices from the Documentation, Services, or any outputs.
• Sublicense, sell, lease, share, or transfer the Services to anyone not an Authorised User.
• Reverse engineer, decompile, or disassemble the Services or Software.
• Modify, translate, or create derivative works based on the Services or Software (except as expressly permitted).
• Use the Services for time‑sharing or service bureau purposes or for the benefit of a third party.
• Circumvent any security measures or restrictions in the Services.
• Use the Services for competitive or benchmarking purposes.
• Publicly disclose any aspect of the Services (including screenshots or API keys).
4.2. An “Asset Reality Competitor” is any person, company, or entity engaged in developing, marketing, or commercializing products or services substantially similar to those offered by Asset Reality.
4.3. Regarding API usage, the Client shall not:
• Integrate its application with the Services using unauthorized APIs.
• Use automated processes (e.g., robots, spiders, AI) to scrape or extract data.
• Cache Asset Reality Data.
• Interfere with or disrupt the APIs.
• Introduce malicious software or misrepresent its identity.Asset Reality may impose throttling limits on API requests.
4.4. The Client shall use the Services only for lawful purposes and in accordance with all applicable policies (including the Anti‑Bribery Policy) and laws. The Client agrees to indemnify Asset Reality for any damages arising from misuse or breach of these terms.
4.5. If the Client is granted access to market intelligence or business data, it may use conclusions derived from such data in charts or reports provided that Asset Reality is attributed as the source and raw data is not shared with third parties.
4.6. The Client is responsible for obtaining and maintaining all equipment necessary to access the Services.
4.7. The Client is solely responsible for maintaining the security of its systems, accounts, passwords, and files, and is liable for all use of its account.
4.8. If the Client violates any restrictions, Asset Reality may suspend, block, or terminate access to the Services.
4.9. The Client shall not use the Services for, or provide access to, any party listed on applicable sanctions lists (e.g., HM Treasury, EU, UN, OFAC). The Client must comply with all applicable sanctions regulations.
4.10. All intellectual property rights in the Services remain with Asset Reality. The Client receives only a limited licence to access and use the Services and must not copy, modify, or distribute any proprietary materials. Similarly, the Client shall not record or reproduce Training Materials without prior consent.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1. “Proprietary or Confidential Information” means any non‑public data or material disclosed by one party to the other that is designated as confidential or that a reasonable person would understand as confidential. (The fact of the relationship between the parties is not Confidential Information.)
5.2. Confidential Information does not include information that:
• Is publicly available through no breach by the Receiving Party;
• Is received lawfully from a third party without confidentiality obligations;
• Is independently developed by the Receiving Party without using the Disclosing Party’s information;
• Is expressly authorized for disclosure by the Disclosing Party. Disclosure required by law is permitted, provided the Receiving Party notifies the Disclosing Party if allowed.
5.3. Each party agrees to protect Confidential Information with at least a reasonable degree of care and to use it only for purposes of performing obligations under this Agreement. Disclosure is limited to Representatives on a need‑to‑know basis.
5.4. Upon termination or at the Disclosing Party’s request, the Receiving Party shall return or destroy all Confidential Information, except that which is retained in routine system backups for archival purposes (which shall remain subject to confidentiality).
5.5. Confidentiality obligations continue for two (2) years following termination unless the information qualifies as a trade secret, in which case they continue indefinitely.
5.6. The Receiving Party’s obligations shall continue indefinitely, except for information that becomes public or was previously in its possession without confidentiality obligations.
5.7. The Client retains all rights to Client Data. Both parties agree to comply with Asset Reality’s Data Protection Policy.
5.8. Asset Reality retains all rights to Asset Reality Data, the Services, Software, and all improvements, enhancements, updates, modifications, and derivative works, as well as all related intellectual property rights.
5.9. No intellectual property rights are transferred to the Client except for the limited right to access and use the Services as set forth herein.
5.10. Use of Training Materials is limited to training Authorised Users in connection with the Services. The Client is prohibited from copying, reproducing, or distributing such materials without prior written consent.
5.11. Unauthorized use of Training Materials may result in suspension or termination of Services and legal action.
6. PAYMENT OF FEES
6.1. The Client shall pay the fees specified in the Order for the Services and any Implementation Services. If usage exceeds the limits specified in the Order, additional fees will apply.
6.2. Asset Reality reserves the right to change fees (or institute new charges) upon 30 days’ notice. If the Client believes it has been incorrectly billed, it must notify Asset Reality within 60 days of the relevant billing statement.
6.3. Unless otherwise specified, full payment for monthly invoices is due within 30 days of the invoice date. Fees are non‑refundable and do not roll over between terms. If the Client is delinquent, Asset Reality may require annual payment for subsequent terms.
6.4. If fees are not received on time, Asset Reality may charge a late fee of 1.5% per month (or the maximum permitted by law) and recover collection expenses (including legal fees).
6.5. All prices are exclusive of applicable taxes, which the Client is responsible for paying. Any taxes charged will be itemized on the invoice.
7. TERM AND TERMINATION
7.1. This MSA commences on the Effective Date and remains in effect until either (i) all Orders have expired or been terminated in accordance with this Agreement, or (ii) the Client’s access to the Services is terminated—whichever is later. Each Order term is as specified in the Order (typically 12 months if not otherwise stated) and shall automatically renew for additional periods of the same duration unless terminated by written notice at least 30 days prior to the end of the then‑current term.
7.2. If Asset Reality amends this Agreement, the Client may terminate upon 30 days’ written notice following receipt of such notice. Failure to terminate within that period shall deem the amendments accepted.
7.3. The Client may terminate the Services with 30 days’ written notice. The Client must pay all fees due through the termination date and, if terminating before the end of the Initial Service Term, an early termination fee equivalent to 30 days of subscription fees will apply.
7.4. Either party may immediately terminate the Services if the other breaches its obligations and fails to cure within 7 days after written notice, or in other circumstances (e.g., insolvency, regulatory requirements, loss of licences).
7.5. Upon termination:
7.5.1. All licences granted under this Agreement shall terminate immediately, and the Client shall cease using the Services (except as provided under any applicable addendum, e.g., for Crypto Services).
7.5.2. The Client shall immediately cease use and, at Asset Reality’s request, return or destroy all Services, Documentation, and Asset Reality Data, and certify such deletion in writing.
7.5.3. Subject to regulatory requirements, Asset Reality may dispose of any Client Data unless the Client provides a written request for a backup within 10 business days. The Client shall bear any reasonable costs associated.
7.5.4. If the Client terminates without cause (or Asset Reality terminates with cause), the Client is not entitled to a refund, and Asset Reality may immediately declare all remaining fees due, except that if terminated with cause, any prepaid fees covering the remainder of the term shall be refunded proportionally.
7.5.5. All rights and obligations that by their nature survive termination (e.g., confidentiality, accrued payment rights) shall continue.
8. WARRANTY AND DISCLAIMER
8.1. Asset Reality will use reasonable efforts to maintain the Services and perform Implementation Services professionally. However, the Services are provided “AS IS” and “AS AVAILABLE,” and temporary unavailability may occur due to scheduled or emergency maintenance, third‑party issues, or other causes beyond Asset Reality’s control. No warranty is made that the Services will be uninterrupted or error‑free.
8.2. Except as expressly stated herein, all warranties—whether express, implied, statutory, or otherwise—are excluded to the fullest extent permitted by law, including warranties of merchantability, fitness for a particular purpose, non‑infringement, or error‑free operation.
8.3. Each party represents that it has the right to enter this Agreement and will comply with applicable anti‑corruption and data protection laws.
8.4. Asset Reality makes no representations regarding the accuracy, completeness, or results obtainable from the Services.
8.5. Specific waiver provisions apply for California and New Jersey residents as described in this Agreement.
8.6. By accepting this Agreement, the Client waives any similar provisions in other jurisdictions with equivalent intent or effect.
9. INDEMNITY
9.1. Asset Reality agrees to indemnify and hold the Client harmless from third‑party claims (related to infringement of patents, copyrights, or trade secrets) provided Asset Reality is promptly notified and given control over the defence. This indemnity does not apply if the Service components were supplied or modified by the Client, or if the Client continued allegedly infringing activity after notice.
9.2. In the event a claim is found, Asset Reality may choose to replace or modify the Service, obtain a licence for continued use, or, if not commercially practicable, terminate the Service and refund any unused prepaid fees.
9.3. The Client agrees to indemnify Asset Reality (including its officers and employees) for any third‑party claims arising from the Client’s breach of this Agreement or negligence, provided Asset Reality is promptly notified. The Client controls the defence subject to reasonable cooperation.
9.4. Nothing in this Agreement excludes the Client’s liability for any breach of Asset Reality’s intellectual property rights.
10. LIMITATION OF LIABILITY
10.1. Except as expressly provided, the Client assumes sole responsibility for the results obtained from using the Services, and Asset Reality is not liable for any damages resulting from errors, omissions, or actions taken at the Client’s direction. All warranties and representations (express or implied) are excluded.
10.2. Asset Reality’s liability is limited except for (i) death or personal injury caused by its negligence, (ii) fraud or fraudulent misrepresentation, (iii) gross negligence or willful misconduct, or (iv) any liability that cannot be limited by law. In all other cases, Asset Reality’s total aggregate liability shall be limited to the lesser of (a) $50,000 USD or (b) the total service fee paid by the Client in the 12 months preceding the claim.
10.3. The Client is responsible for maintaining its own insurance. Upon request, Asset Reality will provide a certificate of insurance.
10.4. This Agreement and the Services are not intended to provide legal, tax, or investment advice. The Client should seek advice from licensed professionals.
10.5. Force Majeure.
Asset Reality shall not be liable for delays or failures in performance caused by events beyond its control (a “Force Majeure Event”), including natural disasters, governmental actions, war, labor disputes, supply disruptions, network or technology failures, or health emergencies. In such cases, Asset Reality’s performance is extended by the duration of the event.
11. MISCELLANEOUS
11.1. Entire Agreement.
This Agreement, together with the Order and any related documents, policies, schedules, and amendments, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings regarding the subject matter.
11.2. Amendments.
Asset Reality may amend this Agreement by providing 30 days’ prior written notice. If the Client does not terminate during the notice period, the amended terms become effective.
11.3. Severability.
If any provision is deemed unenforceable or invalid, it will be limited or eliminated to the minimum extent necessary, and the remainder of the Agreement will remain in full force and effect. References to “including” are not intended to be limiting.
11.4. Assignment.
The Client may not assign or transfer this Agreement without Asset Reality’s prior written consent. Asset Reality may assign its rights without consent in connection with a merger, acquisition, or similar transaction.
11.5. Relationship of the Parties.
Nothing in this Agreement creates a partnership, joint venture, employer‑employee, fiduciary, or agency relationship between the parties. Neither party is authorized to bind the other.
11.6. Enforceability.
A failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement. Waivers must be in writing and apply only to the specific instance. The prevailing party in any dispute is entitled to recover reasonable legal fees and costs.
11.7. Notice.
Any notice required or permitted under this Agreement must be in writing and delivered by email, certified mail, or courier. Notices are deemed given upon (i) personal delivery, (ii) electronic confirmation, (iii) transmission by email or facsimile, (iv) next‑day delivery via overnight service, or (v) receipt as confirmed for registered mail, and must be sent to the designated addresses or contacts provided in the Order.
11.8. Governing Law & Jurisdiction (UK).
This Agreement shall be governed by and construed under the laws of England & Wales. The courts of England & Wales have exclusive jurisdiction over any disputes.
11.9. Governing Law & Jurisdiction (Asset Reality Inc.).
For orders, products, and services involving Asset Reality, Inc., this Agreement shall be governed by the laws of the State of Delaware, United States, and any disputes shall be subject to the exclusive jurisdiction of the state and federal courts in Delaware. The parties waive any objections based on forum non‑conveniens.
11.10. Arbitration.
Any dispute (excluding claims for injunctive or equitable relief) shall be resolved by binding arbitration with a mutually agreeable arbitrator. The parties agree to submit any unresolved dispute for arbitration within 5 calendar days after a written request if the dispute remains unresolved after 60 days. Arbitration is final, waives the right to a jury trial, and limits discovery.
11.11. Injunctive Relief.
Notwithstanding any other provision, Asset Reality may seek injunctive or equitable relief to prevent or restrain a breach of this Agreement.
11.12. Counterparts.
This Agreement may be executed in any number of counterparts, which together constitute one agreement.
11.13. Press Coverage and Social Media Posts.
The parties agree to issue at least one mutually agreed press release and/or social media post (via platforms such as LinkedIn or X) within 90 days of the Effective Date. The Client agrees to reasonably cooperate and serve as a reference upon request.
11.14. Terms Applicable to Government Contracts.
If the Client or its end user is a government or public entity, additional terms apply regarding the Services, including provisions of FAR and DFARS. These will be incorporated in a separate addendum if necessary.
END OF TERMS
Last Updated: 28 Feb 2025 | Version: 1.0
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