Common use of Unauthorized Users Clause in Contracts

Unauthorized Users. Client shall not permit any person or entity that is not an Authorized Representative (each, an “Unauthorized User”) to access, connect to, and/or use Client’s Prime Broker Account in any way, including through the Coinbase Prime Broker Site or through any third party product or service. Except to the extent caused by a Coinbase Entity’s negligence, bad faith, fraud or willful misconduct, the Coinbase Entities shall have no liability, obligation, or responsibility whatsoever for, and Client shall be solely responsible and liable for, any and all Claims and Losses arising out of or relating to the acts and omissions of any Unauthorized User in respect of the Prime Broker Services, Prime Broker Account, and/or the Prime Broker Site. Client must notify the relevant Coinbase Entity immediately if Client believes or becomes aware that an Unauthorized User has accessed, connected to, or used Client’s Prime Broker Account.

Appears in 3 contracts

Samples: Coinbase Prime Broker Agreement (Invesco Galaxy Ethereum ETF), Coinbase Prime Broker Agreement (Invesco Galaxy Bitcoin ETF), Coinbase Prime Broker Agreement (Invesco Galaxy Bitcoin ETF)

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Unauthorized Users. Client shall not permit allow any person or entity that is not the Client or an Authorized Representative (each, an “Unauthorized User”) to access, connect to, and/or use Client’s Prime Broker Account in any way, including through the Coinbase Prime Broker Site or through any third party product or serviceAccount. Except to the extent caused by a Coinbase Entity’s gross negligence, bad faith, fraud fraud, or willful misconduct, the Coinbase Entities shall have no liability, obligation, or responsibility whatsoever for, and Client shall be solely fully responsible and liable for, any and all Claims and Losses arising out of or relating to the acts and omissions of any Unauthorized User in respect of the Prime Broker Services, Prime Broker Account, and/or the Prime Broker Site. Client must shall notify the relevant Coinbase Entity immediately if Client believes or becomes aware that an Unauthorized User has accessed, connected to, or used Client’s Prime Broker Account.

Appears in 2 contracts

Samples: Coinbase Prime Broker Agreement (VanEck Bitcoin Trust), Coinbase Prime Broker Agreement (VanEck Ethereum Trust)

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