Last modified: 3 March 2023

1. PLATFORM AND HOSTED SERVICES

Edgefolio will allow Customer and Permitted Users to access the Platform and use the Hosted Services pursuant to the Agreement during each Subscription Term. Customer agrees that its purchases under the Agreement are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Edgefolio regarding future functionality or features, of the Platform or the Hosted Services.

2. SUBSCRIPTION TERMS AND CONDITIONS

These subscription terms and conditions govern Customer’s access to the Platform and use of the Hosted Services, as well as the information and materials comprised within the Hosted Service (collectively, “Content”). By accessing the Platform or using the Hosted Services, Customer agrees that it has read, understood, and accepted these subscription terms and conditions and Edgefolio’s Privacy Policy (available via the following link [https://edgefolio.com/privacy/]. If Customer does not accept or agree with these subscription terms and conditions and Privacy Policy, Customer may not access the Platform or use the Hosted Services or the Content.

3. TERM

3.1 The Agreement commences on the Effective Date and will continue until expiry of the Initial Subscription Term and any extension thereof pursuant to Section 3.2 unless terminated in accordance with the terms of the Agreement. The Hosted Services may automatically deactivate and become non-operational at the end of the Subscription Term, and Customer shall not be entitled to access the Hosted Services unless the Subscription Term has been renewed.

3.2 At the end of the Initial Subscription Term and on each anniversary thereof, the Agreement will automatically renew for a further period of one year (each such period, a “Renewal Term“) unless a Party gives written notice to the other Party at least thirty (30) days before expiry of the Initial Subscription Term or then current Renewal Term (as applicable) that it does not wish to extend the term of the Agreement (a “Non-renewal Notice“).

3.3 If a Party delivers a Non-renewal Notice, the Agreement will automatically terminate on the later of expiry of the Initial Subscription Term and any then current Renewal Term.

4. PERMITTED USER MANAGEMENT

Edgefolio will provide Customer with one or more Admin Logins (in accordance with the applicable Order Form) with the permissions for the holder of a “portal owner” Admin Login (as set out in Section 7.3) and which will enable Permitted Customer Users selected by Customer to authorise other Permitted Users to access and use the Platform and the Hosted Services. Customer authorises Edgefolio to act on any instruction reasonably believed by Edgefolio to be an authentic communication from Customer or any Permitted User with respect to the Platform and the Hosted Services. It is Customer’s responsibility to keep all user identifications, passwords and other means of access to the Platform and the Hosted Services within the possession or control of Permitted Users confidential and secure from unauthorised use. Customer is responsible for monitoring use of and access to the Platform and the Hosted Services so that it is at all times in compliance with the terms of the Agreement (including the limits specified in any applicable Order Form). Edgefolio retains the right to prevent any Permitted User from accessing or using the Platform and the Hosted Services upon request of the employer of such Permitted User or otherwise in accordance with the terms of the Agreement. Edgefolio also retains the right to assess the number of Permitted Users and Hosted Services usage metrics and generally run analytics on the use of the Platform and the Hosted Services.

5. FEES, INVOICING AND PAYMENT

5.1 Customer agrees to pay Edgefolio fees and other charges in accordance with the terms of the Agreement (including the applicable Order Form). Edgefolio may charge Customer separately for services not specified in an Order Form (including without limitation, new service features, consulting, programming and integration services) provided that Customer has approved any such additional services and related charges in advance in writing (including e-mail). All fees and charges are payable in the currency for payment of Subscription Fees specified in the Order Form. Except as otherwise expressly specified in the Agreement, all payment obligations are non-cancellable and fees paid are non-refundable.

5.2 Except as otherwise provided in the applicable Order Form, Subscription Fees for any Renewal Term will be: (a) subject to up to a seven percent (7%) increase above the Subscription Fees for access to the Platform and use of the Hosted Services immediately prior to such Renewal Term (for this purpose excluding any discount applicable to the Initial Subscription Term or any such prior Renewal Term), unless Edgefolio provides notice of different pricing at least thirty (30) days prior to the start of the next Renewal Term; and (b) charged automatically at the start of each Renewal Term, or invoiced no earlier than twenty (20) days prior to the start of the next Renewal Term.

5.3 Customer will pay each invoice issued by Edgefolio under the Agreement within fourteen (14) days of the relevant invoice date and any other amount payable by Customer to Edgefolio hereunder within ten (10) Business Days of written demand by Edgefolio.

5.4 If any amount due from Customer under the Agreement is not paid by the due date for payment thereof, Edgefolio may charge Customer interest on the overdue amount at an annual rate of five percent (5%) above the Bank of England official bank rate for each day that elapses after the due date until such amount is paid in full (such amount to be calculated on the basis of a 365 day year).

5.5 All sums payable by Customer under the Agreement are exclusive of tax (including VAT) which, if applicable will be payable in addition by Customer. Customer will pay all sums due under the Agreement without any withholding, set-off or other deduction of whatsoever nature unless required by law. If any such withholding or other deduction is required by law, Customer will pay to Edgefolio such additional amount as will ensure that Edgefolio receives the same amount as it would have received if no such withholding or deduction had been required to be made. For the avoidance of doubt, Customer will be responsible for the payment of all taxes associated with provision and use of the Platform and the Hosted Services (other than taxes on Edgefolio’s overall net income).

5.6 If Customer disputes an invoiced charge in good faith, an e-mail containing the invoice number, the specific charge, amount being disputed and the reason for the dispute must be sent to Edgefolio within ten (10) days of the date of the invoice containing the disputed charge. Notification of a dispute will not relieve Customer from its obligation to pay the undisputed portion of any invoice and Customer must pay the undisputed portion of such invoice in accordance with Section 5.3. Edgefolio will act in good faith to resolve all such disputes accurately and timely and will provide notice to Customer upon Edgefolio’s determination of the validity or invalidity of the disputed charge. If all or any portion of a disputed charge is determined by Edgefolio to be valid, then payment of that portion of such disputed charge that is found by Edgefolio to be valid will be immediately due and payable by Customer.

5.7 Customer may from time to time during the term of the Agreement purchase additional: (a) User Logins for the duration of the Initial Subscription Term or Renewal Term then current; (b) Fund profiles; and (c) data storage, in each case in excess of the number or amount specified in an Order Form. Any such purchase will be invoiced from time to time at Edgefolio’s discretion. The Subscription Fees for additional User Logins will be pro-rated on a pro rata temporis basis by reference to the time remaining in the Initial Subscription Term or Renewal Term (as applicable) and such User Logins will expire contemporaneously with pre-existing User Logins.

6. USE OF PLATFORM AND THE HOSTED SERVICES

6.1 Customer and Permitted Customer Users may only use the Platform and the Hosted Services for the following purposes:

(a) to issue invitations to access and use the Platform and the Hosted Services to potential Permitted Users and issue logins to allow such persons to access the Platform and use the Hosted Services on the basis contemplated by the Agreement with the permissions applicable to the Permitted User type set out in Section 7.3;

(b) to analyse Permitted Users’ use of the Platform and the Hosted Services;

(d) to create, save and retrieve data searches, data filters and data groups via use of the Platform and the Hosted Services;

(e) to create and export reports on and from the Platform; and

(f) client relationship management (“CRM”) via the CRM feature on the Platform and the Hosted Services,

and, in each case, only in compliance with the terms of the Agreement (including the limits specified in the applicable Order Form) and applicable laws and regulations. Customer will ensure that no person other than a Permitted User uses the Platform or the Hosted Services.

6.2 Third Party Users may only use the Platform and the Hosted Services for the following purposes:

(a) to view data on the Platform; and

(b) to create and export reports on and from the Platform,

and, in each case, only in compliance with the terms of the Agreement (including the limits (if any) in the applicable Order Form) and applicable laws and regulations.

7. LOGINS

7.1 The following provisions will apply in relation to the issuance and control of User Logins:

(a) Edgefolio will ensure that no Permitted User accesses the Platform or uses the Hosted Services other than via a User Login and that all holders of User Logins keep their User Logins secure;

(b) Customer will promptly notify Edgefolio where any details of any User Login become known to anyone other than the Permitted User to whom it was issued;

(c) Customer will not issue a User Login unless access to the Platform and the use of the Hosted Services by the relevant Permitted User is in compliance with all applicable laws and regulations;

(d) Customer will not provide any person with access to the Platform or the Hosted Services other than as expressly permitted by the Agreement. Customer shall ensure that each Permitted User constitutes one individual and that access credentials for any Permitted User are not shared; and

(e) Edgefolio may temporarily restrict access to the Platform via a User Login and use of the Hosted Services if Edgefolio reasonably believes that such User Login has been compromised or the use of such User Login represents a security risk.

7.2 Edgefolio may permanently restrict access to the Platform via a User Login and use of the Hosted Services if Edgefolio reasonably believes that such User Login is being shared, used in a manner not intended by the Agreement, for a purpose prohibited by the Agreement or otherwise than in compliance with all applicable laws and regulations.

7.3 The permissions for Permitted Users use of the Platform and the Hosted Services will be restricted in accordance with the permissions for each Permitted User type set out below:

Permitted User Type	Login Creation Permissions	Platform and Hosted Services Permissions
Permitted Customer User with a “portal owner” Admin Login	Can create “portal owner” Admin Logins Can create “regular” Admin Logins Can create User Logins for Permitted Third Party Users	Can view Fund data/edit Fund data/delete Fund data/add Fund data. Can view CRM data/edit CRM data/delete CRM data/add CRM Data
Permitted Customer User with a “regular” Admin Login	None	Can view Fund data/edit Fund data/delete Fund data/add Fund data
Permitted Third Party User	None	Can access the Platform and use those Hosted Services that are accessible on the Platform by Permitted Third Party Users

8. INTELLECTUAL PROPERTY

8.1 Customer acknowledges and agrees that Edgefolio (and its licensors) will own and retain all Intellectual Property Rights of whatsoever nature comprised within or otherwise relating to the Platform and the Hosted Services (together, “Edgefolio IP“) and that neither Customer nor any Permitted User has, nor will pursuant to the Agreement (or otherwise without the prior written consent of Edgefolio) acquire, any ownership interest (of whatsoever nature) in Edgefolio IP nor in any Edgefolio Confidential Information.

8.2 With effective from the Effective Date Customer will, and will procure that each Customer Affiliate (and each of its and their employees, advisors, representatives, consultants, contractors and agents) will, forever waive, and agree not to assert, any Moral Rights (as defined below) whensoever arising it or any of them may have now or in the future in or with respect to any Edgefolio IP. “Moral Rights” means any right to claim authorship, to object to or prevent the modification, or to withdraw from circulation or control the publication or distribution, of any Edgefolio IP, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated, or generally referred to as, a “moral right”.

8.3 Customer grants Edgefolio a worldwide, non-exclusive, non-transferable, fully paid licence to use Customer Data, but, save as otherwise provided herein, solely to provide the Hosted Services in accordance with the Agreement.

8.4 Where through use of the Hosted Services Customer has selected the option to share its fund data, Customer grants Edgefolio a worldwide, non-exclusive, fully paid licence to make this fund data available to users of services provided by Edgefolio.

8.5 If the provision by Edgefolio of the Platform and the Hosted Services requires the use of the trademarks, service marks, logos or other distinctive brand features of Customer or its licensors or any derivatives thereof (“Customer Branding”), Customer hereby grants Edgefolio a worldwide, non-exclusive, non-transferable, revocable, limited right and licence to reproduce, distribute and display Customer Branding as necessary in connection with such provision.

9. ACKNOWLEDGEMENTS

9.1 Customer acknowledges and agrees that:

(a) the Platform and the Hosted Services are not being made available by Edgefolio, and are not to be made available to any person, for the purpose of providing investment advice;

(b) it solely is responsible for: (i) the accuracy, quality, integrity, reliability, and legality of Customer Data, the means by which such Customer Data is acquired and used (including, without limitation, copyright, privacy and data protection obligations) and for ensuring that Edgefolio at all times has all rights in respect of Customer Data necessary to provide access to the Platform and use of the Hosted Services to Customer and Permitted Users without violating the rights of any third party or otherwise creating obligations of Edgefolio to any of Customer, any Permitted User and any third party; and (ii) ensuring that Customer Data is used only in accordance with all applicable third party licences, laws and regulations;

(c) it solely is responsible for maintaining the confidentiality of any non-public authentication credentials associated with its and any Permitted User’s use of the Platform and the Hosted Services. Customer will immediately notify Edgefolio of any misuse of such authentication credentials or any security incident related to the Platform or the Hosted Services;

(d) Edgefolio is not responsible for any investment decision made by Customer or any Permitted User;

(e) it solely is responsible for maintaining appropriate technical and organisational measures to protect its information technology systems against malicious software including viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;

(f) it solely is responsible for any acquisition, implementation, support, or maintenance of third-party products or services purchased by Customer or any Permitted User that may interoperate with the Platform or the Hosted Services;

(g) it will not, and will procure that no Permitted User will, access Platform or use the Hosted Services for the purposes of monitoring their availability or functionality or for any other benchmarking or competitive purposes;

(h) neither it nor any Permitted User is relying on the Platform or the Hosted Services being available at all times or any particular time;

(i) other than as contemplated by Section 14, neither the Platform nor the Hosted Services include third party data licensing and associated usage rights, any form of public or proprietary content and associated usage rights, fund and market data and associated usage rights; technical data access relating to making data available from other third party software applications; and Edgefolio has no responsibility for any Customer or Permitted User firewall giving access to Platform or the Hosted Services;

(j) it solely is responsible for its, and each Permitted User’s, compliance with all laws and regulations applicable to its and their use of the Platform and the Hosted Services;

(k) it will not, and will procure that no Permitted User will, use the Platform or the Hosted Services to do or attempt to do any of the following: (i) send spam, duplicative or unsolicited messages or any other communication in violation of applicable law or regulation; (ii) send or store infringing, obscene, threatening, libellous or otherwise unlawful material which may give rise to tortious liability, including material harmful to children or which violates third party privacy rights; (iii) send or store material containing malicious software including viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Platform or the Hosted Services or the data contained therein; (v) upload to, or use any data on, the Platform to create marketing lists, customer lists or any other list or run any marketing campaign in violation of any applicable law or regulation; (vi) disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s or any Permitted User’s use of the Platform or the Hosted Services; or (vii) attempt to gain unauthorised access to the Platform or the Hosted Services and any related systems and networks.

9.2 Customer will ensure that no part of the Platform or the Hosted Services is copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means except as expressly permitted by the Agreement.

10. UPTIME

Edgefolio will use commercially reasonable endeavours to ensure that the Hosted Services are available with a minimum of ninety-nine per cent (99.0%) Operational Time twenty-four (24) hours a day, seven (7) days a week as measured over each calendar month. “Operational Time” will be calculated as [(Hours in Month – Downtime)/Hours in Month]. “Hours in Month” means the total number of hours in any given calendar month. “Downtime” means any period of time during that calendar month during which Multiple Users are unable to access data on the Platform and the Hosted Services where the relevant issue is replicable outside of Customer’s IT network (“Unavailability”), commencing on the receipt of Customer’s notification to Edgefolio of such Unavailability and ending when Edgefolio has substantially restored the affected access or provided a workaround as described below. Downtime will not include any period of time during which Customer or any Permitted Users are unable to access the Hosted Services due to: (i) scheduled maintenance and/or upgrades; (ii) an action or omission of Customer or a Permitted User; (iii) data being quarantined due to virus infection; or (iv) a Force Majeure Event. The period of Downtime due to such Unavailability will end in the event Edgefolio provides a workaround to Customer for such Unavailability that makes the affected portion of the Hosted Services available to Permitted Users. Edgefolio will continue to work on a permanent correction for such Unavailability in the event it provides a workaround to Customer. In the event Customer reasonably determines that the workaround materially impacts the use of the Hosted Services, Customer will provide telephonic and e-mail notice of such determination, and the period of Downtime due to such Unavailability will resume as of the time of such notice to Edgefolio but will not include the interim period during which Edgefolio provided such workaround to Customer.

11. DATA PROCESSING

11.1 Each Party will comply with all data privacy and data protection laws and related implementing regulations (such data privacy and protection laws and implementing regulations, collectively, “Applicable Data Privacy Laws”) that apply to it in relation to the Platform and the Hosted Services.

11.2 The Parties agree that Customer will be the controller of Personal Data of Customer and Permitted Users and Edgefolio will be the processor of such Personal Data. For the purpose of the Agreement, “Controller“, “Personal Data“, “Processing” “Processor” and any cognate terms have the meaning given to them in the Data Protection Act 2018.

11.3 Customer represents, warrants and covenants that:

(a) it has complied, and will continue to comply, with Applicable Data Privacy Laws in its collection, processing and provision to Edgefolio of Personal Data of Customer and Permitted Users; and

(b) it will not process any Personal Data of Customer or Permitted Users using the Platform or the Hosted Services, or permit Edgefolio to process any such Personal Data, in breach or contravention of any order issued to, or limitation of processing imposed on, Customer or any Permitted User by any legal or regulatory authority.

11.4 Customer authorises Edgefolio to process, and Edgefolio may process, Personal Data of Customer and Permitted Users as it deems necessary for the performance of its obligation under the Agreement or as otherwise required by applicable laws or regulation (including any requirement to comply with a court warrant or order or subpoena), in which case Customer will notify Edgefolio in advance of such law or regulation, unless prohibited from doing so. It is agreed that Edgefolio in providing access to the Platform and use of the Hosted Services will be deemed to be acting in accordance with Customer’s instructions in relation to the processing or Personal Data and otherwise.

11.5 The subject-matter of the processing under the Agreement is limited to Personal Data of Customer and Permitted Users. The duration of the processing will be for the term of the Agreement as determined under Section 3. The nature and purpose of the processing will be to provide access to the Platform, use of the Hosted Services and performance by Edgefolio of its other obligations under the Agreement. The types of Personal Data to be processed include those expressly identified in the Data Protection Act 2018 and “special categories of personal data” expressly identified in the Data Protection 2018 to the extent such data forms part of the Personal Data of Customer or Permitted Users. The categories of data subjects are individuals whose personal data is contained in Personal Data of Customer or Permitted Users or which is otherwise provided to Edgefolio under or in connection with the Agreement.

11.6 Both Parties will implement appropriate technical and organisational measures to protect Personal Data of Customer and Permitted Users against: (a) accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access and against all other unlawful forms of processing; and (b) the risks presented by the processing of Personal Data of Customers and Permitted Users in connection with access to the Platform and use of the Hosted Services. Edgefolio will provide Customer with any information reasonably requested by Customer in writing regarding Edgefolio’s current security practices and policies relating to Personal Data.

11.7 It is acknowledged and agreed by Customer that Edgefolio, in providing access to the Platform and use of the Hosted Services, may transfer Personal Data of Customer and Permitted Users to its servers in Europe, the APAC Territory and the USA and also wherever Edgefolio or Edgefolio’s Affiliates have offices. In addition, it is acknowledged and agreed by Customer that Edgefolio may subcontract: (a) data centre and related management services; (b) Customer and Permitted User customer support services; (c) administration and back-office services; and (d) such other functions and services as it considers appropriate in connection with its provision of access to the Platform and use of the Hosted Services and performance of Edgefolio’s other obligations under the Agreement. Customer hereby consents to Edgefolio transferring Personal Data of Customer and any Permitted User to Edgefolio’s Affiliates and subcontractors (each, a “Sub-processor” and collectively, “Sub-processors”) in any relevant jurisdiction(s) to the extent necessary for Edgefolio’s Sub-processors to perform the relevant services required by Edgefolio to provide the Platform and the Hosted Services. An up-to-date list of Edgefolio’ Sub-processors is available via the following link: https://edgefolio.com/terms/third-parties/. Edgefolio will ensure that each Edgefolio Sub-processor is bound by data protection obligations required by Applicable Data Protection Laws. It is Customer’s responsibility to monitor the list of Edgefolio’s Sub-processors for changes. Customer’s continued use of the Hosting Services following the posting of changes to such list will mean that Customer accepts and agree to the changes. It is understood and agreed by Customer that compliance by Edgefolio with this Section 11.7 will fulfil Edgefolio’ obligations in relation to complying with Applicable Data Privacy Laws and, where applicable, obtaining any consent required from Customer or any Permitted User with reference to any sub-processing as set forth in Applicable Data Privacy Laws carried out in connection with the provision of access to the Platform and the Hosted Services.

11.8 Edgefolio utilises security systems and infrastructure customary in its industry in relation to the provision of access to the Platform and the Hosted Services. Edgefolio will, as soon as reasonably practicable following written request by Customer, provide Customer with a summary of the results of any audit of its Sub-processors which Edgefolio has undertaken. Should Customer request further information with respect to such audits, Edgefolio will provide reasonable assistance with such requests. If such audits are, on reasonable grounds, deemed insufficient by Customer on certain aspects or topics, Edgefolio or an independent third party auditor with appropriate experience and expertise acting on its behalf, will, following written request from Customer, perform an additional audit with regard to such aspects or topics. Edgefolio will share the results of such additional audit with Customer, except for information which is confidential, commercially sensitive or privileged. All reasonable costs and expenses incurred for any such additional audit will be paid for by Customer.

11.9 Edgefolio will notify Customer in advance of implementing any new technology or other change to the Platform or the Hosted Services which, in Edgefolio’s reasonable opinion, is likely to result in a high risk to the rights and freedoms of individuals whose Personal Data is processed through the giving of access to the Platform and the use of the Hosted Services (a “Notifiable Change”). If requested in writing by Customer, Edgefolio will provide Customer with any information that Customer is required to communicate to a regulatory authority about the Notifiable Change under Applicable Data Privacy Laws.

11.10 Each Party will cooperate and provide information to the other Party as reasonably requested in writing where required to enable the other Party to comply with Applicable Data Privacy Laws.

11.11 Each Party will, to the extent permitted by Applicable Data Privacy Laws, promptly notify the other Party upon receiving a request from any third party or regulatory authority for access to, or to otherwise exercise their rights in respect of, Personal Data of Customer or any Permitted User. Upon reasonable written request by either Party, and at the requesting Party’s sole expense, the other Party will provide the requesting Party with reasonable cooperation and assistance in: (a) responding to any legal or regulatory proceeding that involves Personal Data of Customer or any Permitted User; or (b) if Customer is the requesting Party, to the extent that Customer does not itself have the ability to correct, amend or delete such Personal Data or otherwise respond to the relevant request, assisting Customer to fulfil its obligations under Applicable Data Privacy Laws to respond to requests for exercising of data subject rights.

11.12 Each Party will notify the other Party without undue delay upon becoming aware of any unauthorised access to or acquisition, use, loss, destruction, compromise, or disclosure of: (a) Personal Data of Customer or any Permitted User; or (b) Customer or Permitted User credentials that enable access to the Platform or use of the Hosted Services (a “Security Breach”). The Parties will cooperate in providing any notifications or communications required by Applicable Data Privacy Laws in seeking to ensure that similar Security Breaches do not reoccur.

11.13 Customer will not name Edgefolio (or any Edgefolio Affiliate) or otherwise refer to Edgefolio (or any Edgefolio Affiliate) in any communication to a legal or regulatory authority or data subject relating to a Security Breach without Edgefolio’s prior written approval of the content of that communication.

11.14 Edgefolio may disclose any information it has about Customer or any Permitted User (including the identity of any such person) if Edgefolio determines that such disclosure is necessary in connection with any investigation or complaint regarding Customer’s or any Permitted User’s use of the Platform or the Hosted Services or any legal or other action to protect Edgefolio’s rights under or in connection with the Agreement. Edgefolio reserves the right at all times to disclose any information that Edgefolio deems necessary to comply with any applicable law, regulation, legal process or governmental request. Edgefolio may also disclose any information relating to Customer or any Permitted User where Edgefolio determines that applicable law or regulation requires or permits such disclosure, including exchanging information with other companies and organisations for fraud protection purposes.

12. OWNERSHIP

As between the Parties, Edgefolio owns and will retain all right, title and interest in and to the Platform and the Hosted Services, all components thereof, including, without limitation, all related applications, user interface designs, processes, software and source code and any and all future enhancements or modifications thereto howsoever made and all Intellectual Property Rights therein. Customer will not: (i) reverse engineer, disassemble, transfer, distribute, make available or otherwise exploit all or any part of the Platform or the Hosted Services; (ii) modify or make derivative works based upon the Platform or the Hosted Services; (iii) access the Platform or use the Hosted Services in order to build, operate or otherwise make available a competitive product or service; (iv) provide anyone other than a Permitted User with data or information extracted from the Platform or the Hosted Services (and will ensure that it and and the recipient of such data or information complies with any confidentiality obligation (of whatsoever nature) relating to the dissemination of such data or information) or, in connection with its use of the Platform or the Hosted Services, store, distribute or otherwise use data in any manner that infringes the rights (including Intellectual Property Rights) of third parties or in breach of any applicable laws or regulations; or (v) use the Platform or the Hosted Services in any manner inconsistent with the terms and conditions of the Agreement. Customer will, and will procure that Permitted Users will, to the extent that any applicable mandatory laws provide the right to perform any of the aforementioned activities without the consent of Edgefolio, before exercising any such right, first give written notice thereof to Edgefolio detailing the purpose for which it proposes to carry out such activity. Only if and to the extent Edgefolio, in its sole discretion, denies such request, will Customer or the relevant Permitted User be entitled to exercise its statutory rights to carry out such activity. All information derived from the carrying out of the relevant activity pursuant such statutory rights will be and remain the Confidential Information of Edgefolio.

13. CUSTOMER DATA

Customer Data will be the property of Customer. Customer acknowledges that the Platform holds only secondary copies of Customer Data and not master or original copies thereof. Customer acknowledges and agrees that Edgefolio is not responsible for the accuracy, content, completeness or loss of Customer Data or the modification, use or publication of Customer Data by Customer or any Permitted User or other third party. Customer grants to Edgefolio the free, non-exclusive, worldwide right to use, host, store, reproduce, modify, adapt, transmit, communicate, distribute, and create derivative works (including but not limited to those resulting from adaptations or other changes Edgefolio makes so that Customer’s or Permitted User’s content usage on the Platform with the Hosted Services is, in Edgefolio’s sole discretion, improved) related to Customer Data and related content generated by Customer’s and Permitted User’s use of the Platform and the Hosted Services, in each case without attribution, for the purposes of operating, providing, supporting, improving, or developing the Platform and the Hosted Services. Subject to the confidentiality obligations contained in the Agreement, Customer agrees that Edgefolio may use Customer Data and related content generated by Customer and /or Permitted Users using the Platform and the Hosted Services to compile, use and disclose anonymous, aggregated statistics, provided that the use of such information does not directly identify and cannot reasonably be considered to allow identification of Customer or Permitted Users. Customer shall be responsible for ensuring that Customer has obtained all necessary third-party consents and made all required disclosures in connection with the foregoing grant.

14. MORNINGSTAR AND OTHER THIRD PARTY DATA

14.1 The information, data, analyses and opinions on the Platform or comprised within the Hosted Services include confidential information and proprietary information of Morningstar (“Morningstar Sourced Information”), all of whose rights in respect of Morningstar Sourced Information are hereby expressly reserved. Customer acknowledges and agrees that Morningstar Sourced Information: (a) may not be copied or redistributed; (b) does not constitute investment advice; (c) is provided solely for informational purposes; (d) is not warranted to be complete, accurate or provided timely; and (e) may be drawn from fund data published on various dates. Customer further acknowledges that Morningstar: (i) is not responsible for any trading decisions, damages or other losses related to Morningstar Sourced Information or its use: and (ii) advises that Customer and any Permitted User verify all of Morningstar Sourced Information before using it and do not make any investment decisions except upon the advice of a professional financial adviser, that past performance is no guarantee of future results and that the value and income derived from investments may go down as well as up.

14.2 If Customer requires third party data other than Morningstar Sourced Information to feature on the Platform or be comprised within the Hosted Services, Customer acknowledges and agrees that it will have to: (a) obtain a licence directly from the relevant third party data provider in respect of its use of that third party data and pay the associated licence fees for any such third party data; and (b) comply with the terms of any such licence. The inclusion of any such third party data on the Platform or as part of the Hosted Services will be at the sole discretion of Edgefolio.

15. CONFIDENTIALITY

15.1 Each receiving Party agrees that it will use Confidential Information of the disclosing Party solely in furtherance of the performance of the Agreement or otherwise in accordance with the terms of the Agreement and for no other purpose. Each Party will use the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable degree of care. Each Party agrees not to disclose the other Party’s Confidential Information to any person or entity other than: (i) to its employees, agents, subcontractors or consultants and any other third party solely to the extent necessary to provide the Hosted Services under the Agreement, provided such persons have entered into written confidentiality agreements consistent with this Section 15 or are otherwise bound by substantially similar confidentiality restrictions; (ii) to the extent required by court order, legal process, governmental regulation or applicable law, provided that the Party required to disclose the information provides prompt advance written notice of such requirement (to the extent permitted by applicable laws or regulations) to the other Party; (iv) to persons, and their professional advisers, who are conducting due diligence for a proposed investment, business acquisition, or financing regarding that Party or its Affiliates where each such person has been informed of the confidential nature of such information and has agreed to keep such information confidential; or (v) otherwise solely as expressly authorised in writing by the disclosing Party. Any costs and fees incurred by Edgefolio in connection with any third party document request or subpoena for production of Customer’s or any Permitted User’s information will be borne by Customer.

15.2 Each Party acknowledges and agrees the use or disclosure of Confidential Information in breach of the terms of the Agreement could cause irreparable harm to the disclosing Party, the extent of which would be difficult to ascertain. Accordingly, each Party agrees that, in addition to any other remedies available, the non-breaching Party will have the right to seek immediate injunctive relief in the event of a breach or threatened breach of this Section 15 by the other Party, any of its Affiliates or its or their respective employees, agents, subcontractors or consultants. The Agreement expressly supersedes and replaces in its entirety any agreement regarding non-disclosure or confidentiality made by the Parties prior to the Effective Date.

15.3 Customer has no obligation to provide Edgefolio with ideas, suggestions, concepts or proposals relating to the Platform, the Hosted Services or Edgefolio’s business (collectively, “Feedback”). However, if Customer provides Feedback to Edgefolio, Customer grants Edgefolio a non-exclusive, worldwide, sublicensable, transferrable, royalty-free license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify and publicly perform the Feedback, without any reference, obligation or remuneration to Customer. All Feedback will be deemed non-confidential to Customer. Customer will not provide to Edgefolio any Feedback that is or may be subject to the intellectual property claims or Intellectual Property Rights of a third party.

16. WARRANTIES

Edgefolio warrants that, to the best of its knowledge, the Platform and the Hosted Services do not contain any third party computer code intentionally designed to disrupt, disable, or harm in any manner the operation of the Platform and the Hosted Services (e.g. “viruses” or “worms”). Edgefolio further warrants that, to the best of its knowledge, neither the Platform nor the Hosted Services infringe any third party trade secret, copyright, patent, or trademark. OTHER THAN THE FOREGOING AND AS PROVIDED IN SECTION 10, THE PLATFORM AND THE HOSTED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. EDGEFOLIO MAKES NO WARRANTY THAT ACCESS TO AND AVAILABILITY OF THE PLATFORM AND THE HOSTED SERVICES WILL BE UNINTERRUPTED, FREE OF COMPUTER VIRUSES, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES EDGEFOLIO WARRANT THE COMPATIBILITY OR OPERATION OF THE PLATFORM OR THE HOSTED SERVICES WITH ANY HARDWARE OR OTHER SOFTWARE. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT FEATURES OF THE PLATFORM AND THE HOSTED SERVICES DESIGNED TO RESTRICT ACCESS TO OR USE OF CUSTOMER’S AND PERMITTED USER’S INFORMATION CANNOT PREVENT MANUAL COPYING OF DISPLAYED INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY PERMITTED USERS USING THIRD-PARTY SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH IN THIS SECTION 16, EDGEFOLIO MAKES AND CUSTOMER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER OF THE AGREEMENT. EDGEFOLIO DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT. CUSTOMER HEREBY ACKNOWLEDGES, AND WILL PROCURE THAT EACH PERMITTED USER ACKNOWLEDGES, THAT ITS ACCESS TO THE PLATFORM AND USE OF THE HOSTED SERVICES IS AT ITS SOLE RISK AND THAN IT HAS NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION BY EDGEFOLIO.

17. REPRESENTATIONS

17.1 Each Party represents and warrants to the other Party as follows:

(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b) it has the power to own its own assets and carry on its business in all material respects as it is from time to time being conducted;

(c) it has the power to enter into, perform and deliver, and has taken all necessary corporate action to authorise its entry into performance and delivery of the Agreement;

(d) it is not a Restricted Party, has not been engaged in any transaction, activity or conduct since the date of its incorporation that has or could reasonably expected to result in it being designated a Restricted Party and has not received notice of, and is not otherwise aware of, any claim, action, suit, proceedings or investigation involving it relating to Sanctions;

(e) it has conducted its business in compliance with all applicable anti-corruption laws.

17.2 Customer represents and warrants to Edgefolio and undertakes that: (a) the disclosure of Customer’s and Permitted Users’ information to Edgefolio by or at the direction of Customer or any Permitted User will not at any time violate any applicable law, regulation or third party rights; and (b) it is not and will not at any time become a competitor of Edgefolio or any Edgefolio Affiliate with respect to the Platform or the Hosted Services.

18. THIRD PARTY CLAIMS

18.1 Without prejudice to Section 19, Edgefolio will pay any and all damages finally awarded by a court of competent jurisdiction or agreed to by Edgefolio in settlement of third party claims brought against Customer alleging that Customer’s use of the Platform and the Hosted Services in accordance with the Agreement infringes a third party trade secret, copyright, patent, registered trademark (an “Infringement Claim”). In the event of an Infringement Claim, Edgefolio may, in its sole discretion, either: (a) procure for Customer the necessary right to continue using the Platform and the Hosted Services; (b) replace or modify any infringing portion of the Platform and the Hosted Services with a functionally equivalent non-infringing substitute therefor; (c) modify the Platform and the Hosted Services so as to be non-infringing; or (d) if none of the foregoing is, in Edgefolio’s sole opinion, commercially feasible, terminate the Agreement, and, in the event of such termination, Edgefolio’s obligations pursuant to this Section 18.1 will not apply to any Infringement Claim to the extent that it arises as a result of: (i) breach of the Agreement by Customer or any breach of any other agreement between Edgefolio and any Permitted Third Party User; (ii) use of the Platform and the Hosted Services other than in accordance with the Agreement or any other agreement between Edgefolio and Customer or a Permitted User; (iii) modification of the Platform or the Hosted Services by, or at the request of, Customer or any Permitted User; (iv) use of the Platform or the Hosted Services in conjunction with any services, hardware, software, applications, interfaces or other components not developed by Edgefolio; or (v) information uploaded to the Platform or the Hosted Services by any Permitted User. The foregoing states Customer’s sole and exclusive remedy and Edgefolio’ exclusive liability with respect to claims of intellectual property infringement.

18.2 Customer will indemnify and hold Edgefolio harmless in respect of any and all claims or legal actions (actual or threatened and of whatsoever nature and including any and all damages awarded by a court of competent jurisdiction or agreed to in settlement of any such claim or legal action brought against Edgefolio by any third party), losses, expenses, fines, damages and liabilities (including legal fees and expenses) suffered or incurred by Edgefolio arising in connection with: (a) the processing of any information of Customer or any Permitted User in violation of the Agreement, any applicable laws, regulations or third party rights; or (b) Customer’s or any Permitted User’s use of the Platform and the Hosted Services in breach of the terms of the Agreement.

18.3 Any right of recovery by Customer pursuant to Section 18.1 will be dependent on on the following conditions being met: (a) Customer giving written notice of the relevant claim within fifteen (15) calendar days of Customer first receiving notice of the claim for which recovery is sought from Edgefolio provided that no recovery may be sought by Customer from Edgefolio under or in connection with the Agreement (irrespective of whether the action is on grounds of breach of contract, tort or on any other ground) more than one year after the date on which Customer first became aware of the relevant event or circumstance giving rise to the claim which would (but for this Section 18.3) have given the right to make a recovery from the Edgefolio under Section 18.1; (b) Edgefolio having sole control of the defence of such claim and all related settlement negotiations; provided, however, that any settlement that does not fully release Customer from liability or which would impose any monetary, injunctive or other obligation or restriction on Customer will be subject to Customer’s prior written approval which will not be unreasonably withheld, conditioned or delayed; and (c) Customer provides cooperation and information in furtherance of such defence, as reasonably required by Edgefolio. Customer may participate in the defence of the claim with counsel of its choosing at its expense; provided, that if Edgefolio fails to promptly assume the defence or settlement of the claim, the Customer may assume sole control of the defence of the claim at the Customer’s expense.

19. EXCLUSIONS AND LIMITATION OF LIABILITY

19.1 EXCLUSIONS: EDGEFOLIO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OR DAMAGE TO GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COST OF COVER, REGARDLESS OF THE BASIS OR LEGAL THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF EDGEFOLIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EDGEFOLIO WILL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR ANY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY CUSTOMER (OR ANY PERSON CLAIMING UNDER OR THROUGH CUSTOMER) OR ANY PERMITTED USER (OR ANY PERSON CLAIMING UNDER OR THROUGH SUCH PERMITTED USER) WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE OR FOR BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE HOWSOEVER, UNLESS THEY RESULTED SOLELY FROM THE GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD OF EDGEFOLIO AND ARE NOT OTHERWISE EXCLUDED OR LIMITED BY THIS SECTION 18. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APLICABLE LAW.

19.2 MAXIMUM LIABILITY: EDGEFOLIO’S TOTAL LIABILITY UNDER THE AGREEMENT FOR DAMAGES, REGARDLESS OF THE BASIS OR LEGAL THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, WILL NOT, IN ANY EVENT, EXCEED, IN THE AGGREGATE, THE FEES ACTUALLY PAID BY CUSTOMER TO EDGEFOLIO UNDER THE AGREEMENT GIVING RISE TO THE CLAIM FOR DAMAGES (LESS ANY REFUNDS OR CREDITS) IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APLICABLE LAW.

19.3 ALLOCATION OF RISK: EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THE AGREEMENT FAIRLY ALLOCATE THE RISKS BETWEEN EDGEFOLIO, ON THE ONE HAND, AND CUSTOMER AND EACH PERMITTED USER, ON THE OTHER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING OF ACCESS TO THE PLATFORM AND USE OF THE HOSTED SERVICES REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN, AND THAT EDGEFOLIO WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITHOUT SUCH ALLOCATION AND LIMITATION.

20. FORCE MAJEURE

Any delay in or failure of performance by Edgefolio under or in connection with the Agreement will not be considered a breach and will be excused to the extent caused by any event beyond the reasonable control of Edgefolio including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labour disputes, fires, interruptions in telecommunications or internet or network provider services, power outages and governmental restrictions and problems due to equipment owned by Customer or any Permitted User (a “Force Majeure Event”). If a Force Majeure Event prevails for a continuous period of more than thirty (30) days, Customer may terminate the Agreement by giving fourteen (14) days’ prior written notice to Edgefolio and, upon expiration of this notice period, the Agreement will terminate. Such termination will be without prejudice to the rights of the Parties in respect of any breach of the Agreement occurring prior to such termination.

21. SUSPENSION

21.1 If Customer breaches any of its obligations under the Agreement, Edgefolio will have the right to suspend performance of any or all of its obligations under the Agreement (such obligations together, “Suspended Obligations“) by giving written notice to Customer. If Edgefolio gives written notice under this Section 21.1:

(a) Edgefolio will be excused from performing the Suspended Obligations for so long as the relevant amount remains unpaid (such period, the “Suspension Period“) and will have no liability of whatsoever nature to Customer in respect of such non-performance;

(b) Edgefolio will have the right to suspend access to the Platform and use of the Hosted Services by Customer and/or any Permitted User;

(c) any performance or other deadline in the Agreement to which Edgefolio is subject relating to or connected with the Suspended Obligations will be extended until expiry of the Suspension Period;

(d) the obligations (including payment obligations) of Customer under the Agreement will remain in full force and effect during the Suspension Period.

21.2 Nothing in the Agreement will be construed to prevent Edgefolio from terminating the Agreement for non-payment or other breach of the Agreement during any Suspension Period and Edgefolio’s election to suspend access to the Platform and use of the Hosted Services rather than terminate the Agreement shall not be construed as a waiver of any of its rights to terminate the Agreement. Any failure by Edgefolio to immediately terminate the Agreement or suspend access to the Platform or use of the Hosted Services by Customer or any Permitted User shall not be construed as a waiver of any such rights.

22. TERMINATION

22.1 Edgefolio will have a right to terminate the Agreement where:

(a) Customer fails to pay an invoiced amount or any other amount due from it hereunder by its due date, Edgefolio gives written notice to Customer of this failure to pay and any such amount remains outstanding ten (10) days after such written notice has been given by Edgefolio;

(b) Customer or any Permitted User becomes a competitor (or an Affiliate of a competitor) of Edgefolio (as determined by Edgefolio in its sole discretion);

22.2 A Party will have a right to terminate the Agreement where any one or more of the following occur:

(a) the other Party materially breaches the Agreement and fails to remedy that breach to the satisfaction of the non-breaching Party (acting reasonably) within 14 days after receipt of written request to do so;

(b) a resolution is passed, or an order is made, or petition presented, for the winding up, liquidation (or any analogous proceeding under the laws of any relevant jurisdiction) of the other Party;

(c) a bankruptcy trustee, receiver, administrator, administrative receiver (or similar officer in any relevant jurisdiction) is appointed in relation to the other Party or all or any part of its assets;

(d) the other Party enters into an arrangement with its creditors or any class of its creditors; or

(e) the other Party becomes insolvent or ceases (or announces an intention to cease) its business.

Where a Party has a right of termination under any of Sections 18.1, 22.1 or 22.2, it may only exercise that right by giving written notice to the other Party of a termination date which is seven (7) calendar days or more after the date of such written notice (provided that where the Platform and the Hosted Services are being made available on a trial or free basis Edgefolio may exercise its termination rights immediately by written notice to Customer). The Agreement will then terminate at close of business on the termination date specified in such written notice.

23. CONSEQUENCES OF TERMINATION

23.1 On termination of the Agreement:

(a) Customer will, and will procure that all Permitted Users, cease to access the Platform and use the Hosted Services;

(b) Edgefolio may cancel all User Logins.

23.2 Upon termination of the Agreement by either Party, following Customer’s written request made prior to deletion or destruction of such information by Edgefolio in accordance with the terms of the Agreement, Edgefolio will, subject to payment by Customer of the Archive Return Fee, provide Customer with an offline archive of Customer Data available on the Platform. It is acknowledged and agreed by Customer that following expiry of thirty (30) days from the date of termination of the Agreement, or Customer’s account being thirty (30) days or more past due, Edgefolio will have no obligation to maintain or produce Customer Data under the Agreement and, at any time thereafter, Edgefolio may, in its sole discretion, delete or destroy such Customer Data (including any Customer Data stored in Edgefolio’s backup systems) unless prohibited by law from so doing. Following termination of the Agreement, the Platform and the Hosted Services will not be accessible to Customer or any Permitted User but may, in Edgefolio’s sole discretion and on such terms as Edgefolio considers appropriate, be reactivated if requested by Customer in writing.

23.3 Where notice of termination of the Agreement is given:

(a) Customer will, on or prior to the date of such termination, pay the Subscription Fees for the remainder of the Initial Subscription Term or then current Renewal Term (as applicable) unless the termination is as a result of a breach of the Agreement by Edgefolio or Edgefolio becoming subject to any event described in Sections 22.2 (b)-(e);

(b) Customer will, on or prior to the date of such termination, pay all unpaid Implementation Fees in respect of implementation work carried out by Edgefolio prior to such termination date;

(c) Customer acknowledges and agrees that Edgefolio may retain all Implementation Fees paid by Customer in respect of work carried out by Edgefolio prior to the date of such termination.

23.4 Termination of the Agreement will not prejudice any rights of any of the Parties accrued prior to such termination.

23.5 The provisions of Sections 8, 9, 12, 15, 18, 19, 23 and 25-28 (inclusive) shall survive any termination or expiration of the Agreement.

24. INDEPENDENT CONTRACTORS

Edgefolio and Customer will at all times be independent contractors. Neither Party will have any authority to enter into any agreement on behalf of, or to assume or incur any obligation or liabilities in the name of, the other Party. The Agreement will not be interpreted or construed to create an association, joint venture or partnership between the Parties. Unless expressly provided otherwise in the Agreement, each Party will bear its own costs and expenses incurred in connection with the Agreement.

25. PUBLICITY

Customer will, in any of its marketing and promotional materials, on any Customer website and in any public testimonials and related marketing materials, in each case which reference or allude to the Platform or the Hosted Services, reference Edgefolio (including Edgefolio’s logo) as the technology provider to Customer in relation thereto. Edgefolio may use the name, trademark, logo or other identifying marks of Customer (or any of its Affiliates) in any of its sales, marketing or publicity activities or other promotional materials. The Parties agree that each Party may discuss the existence of the relationship between the Parties in general terms, although for the avoidance of doubt the provisions of the Agreement and the commercial and pricing information will be considered to be Edgefolio’s Confidential Information and subject to the provisions of Section 15. Other than as set out in this Section 25 no Party will: (a) use the name, trademark, logo or other identifying marks of the other Party; or (b) issue any press release or other public statement or conduct any interview regarding the Agreement or the Parties’ relationship, in each case without the prior written consent of the other Party.

26. NOTICES

Edgefolio may give notice under the Agreement by means of a notification to Customer on the Platform, e-mail to Customer’s e-mail address on record in Edgefolio’s account information for Customer, or by written communication sent by first class mail or prepaid post to Customer’s address on the Platform or on record in Edgefolio’s account information for Customer. Customer may give notice to Edgefolio under the Agreement at any time by e-mail to: support@edgefolio.com. All notices shall be deemed to have been given five Business Days after mailing (if sent by first class mail or pre-paid post) or on the first Business Day twenty-four (24) hours after sending by e-mail (unless the sender receives an error message that the message was not delivered). If notice is required to be given “promptly”, the notifying Party will notify the other Party within five Business Days after becoming aware that the relevant event has occurred.

27. MISCELLANEOUS

27.1 No assignment or transfer of the Agreement (or of all or any part of the rights and obligations thereunder) by Customer may be made with the prior written consent of Edgefolio and any attempted assignment or transfer in breach of this Section 27.1 will be void and of no effect.

27.2 Save as set out in Section 27.3, an amendment to the Agreement will only be effective if made with the prior written consent of each of the Parties.

27.3 Edgefolio reserves the right, in its sole discretion, to update or otherwise vary the subscription terms and conditions contained in the Agreement at any time by posting an updated set of subscription terms and conditions (available via the following link: https://edgefolio.com/terms/fundportal/). It is Customer’s responsibility to check these subscription terms and conditions periodically for updates and other variations. Customer’s continued use of the Platform and the Hosted Services following the posting of any such updates or other variations will mean that Customer accepts and agrees to such updates and other variations. As long as Customer complies with the then current subscription terms and conditions for access to the Platform and use of the Hosted Services, Edgefolio grants Customer a personal, non-exclusive, non-transferable, limited right to access the Platform and use the Hosted Services. Customer’s sole remedy should Customer not agree with any revised subscription terms and conditions for access to the Platform and use of the Hosted Services will be to cease to access the Platform and use the Hosted Services.

27.4 The Platform, the Hosted Services and the Website may include links to third party sites, such as social media and file-sharing sites. When Customer or any Permitted User accesses these sites, they will be subject to third party terms of use and privacy/security policies, which Edgefolio recommend be reviewed by Customer or the relevant Permitted User. Edgefolio is not responsible for the accuracy, completeness, legality, practices, or availability of linked sites (including any related services, content, software applications, and other technologies). In addition, Edgefolio is not responsible for any interruption of services, malfunctions, or security breaches involving any such third party sites. References or links on the Platform, the Hosted Services and the Website to any commercial products or services, or the use of any trade, firm or corporation name, do not constitute endorsement of any thereof by Edgefolio.

27.5 If any provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction: (a) that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, (b) the remaining provisions of the Agreement will not be affected; and (c) each of those provisions will be valid and enforceable to the extent permitted by law.

27.6 Unless expressly stated otherwise in the Agreement, all rights and remedies provided for in the Agreement will be cumulative and in addition to any other rights or remedies available to either Party.

27.7 No third party is or will be deemed to be an intended or unintended third party beneficiary of the Agreement and no third party will have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of the Agreement or any documents entered into pursuant to it.

27.8 Capitalised terms used in the Agreement have the meaning given to them in Part A of the Schedule; and the Agreement shall be interpreted and construed in accordance with Part B of the Schedule.

27.9 The Agreement may be executed in counterparts. If the Agreement is signed in counterparts, then all the counterparts constitute one agreement and will have the same effect as if the signatures on the counterparts were on a single copy of the Agreement.

27.10 Each Party agrees to sign the Agreement (including any Order Form) by electronic signature (in whatever form the electronic signature takes) and that this method of signature is as conclusive of such Party’s intention to be bound by the Agreement as if signed by such Party’s wet-ink manuscript signature.

27.11 If the signatory of the Agreement (including any Order Form) is an individual accepting the terms of the Agreement on behalf of a company or other commercial entity, such signatory represents that it has the legal authority to enter into the Agreement on that company’s or other commercial entity’s behalf. If the signatory of the Agreement (including any Order Form) specifies a company or other commercial entity, or uses an e-mail address provided by a company or other commercial entity, to which such signatory is affiliated (such as an employer), that company or other commercial entity will be deemed to be the owner of the subscription for the purposes of the Agreement.

27.12 Save as otherwise provided herein, no failure to exercise, nor any delay in exercising, any right or remedy on the part of any Party will operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy of a Party under the Agreement.

27.13 The Agreement constitutes the entire agreement between the Parties in relation to the Platform and the Hosted Services and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions in relation thereto between the Parties (whether oral or written). All terms implied by law and not expressly set forth in the Agreement are, to the extent permitted by law, excluded.

28. LAW AND JURISDICTION

28.1 The Agreement and any non-contractual obligations arising out of or in connection with the Agreement will be governed by and construed in accordance with English law.

28.2 The courts of England have exclusive jurisdiction to settle any dispute or claim between the Parties which arises under or in connection with the Agreement.

SCHEDULE

DEFINITIONS, INTERPRETATION AND CONSTRUCTION

PART A – DEFINITIONS

“Admin Login” means either: (a) a User Login allowing access to the Platform and use of the Hosted Services having the permissions of the “portal owner” Permitted Customer User type set out in Section 7.3; or (b) a User Login allowing access to the Platform and use of the Hosted Services having the permissions of a “regular” Permitted Customer User type set out in Section 7.3, as the same may be varied or modified from time to time;

“Affiliate” means an entity controlling, controlled by, or under common control with, a Party. The term “control” means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, by contract or otherwise) and cognate terms will be interpreted accordingly;

“Agreement” means the agreement between the Parties constituted by each Order Form and these subscription terms and conditions, as the same may be supplemented, amended, or modified at any time after the Effective Date;

“APAC Territory” means any one of or any combination of the following jurisdictions: Australia, the People’s Republic of China, Hong Kong, Japan,
South Korea, India, Indonesia, Thailand, Vietnam, Malaysia, New Zealand, the Philippines, Singapore or Taiwan;

“Applicable Data Privacy Laws” has the meaning given to it in Section 11.1;

“Archive Return Fee” means £750.00;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England;

“Confidential Information” means any and all information disclosed by or at the direction of a Party to the other Party in connection with the provision or use of the Platform or the Hosted Services pursuant to the Agreement, including, without limitation, information relating to the business, operations, technology, properties, employees and customers of the disclosing Party. Without limiting the foregoing, all information, processes, know-how, designs and technology relating to the Platform and the Hosted Services, as well as the terms of the Agreement, will be deemed Edgefolio’s Confidential Information, and all Customer Data will be deemed Customer’s Confidential Information. Notwithstanding the foregoing, Confidential Information does not include any information that a receiving Party can demonstrate: (a) was known to it prior to the disclosure of such information; (b) is or becomes known publicly through no wrongful act of the receiving Party or other Party; (c) was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;

“CRM” has the meaning given to in Section 6.1(f);

“Customer Data” means any printed, electronic, or digital data that is uploaded to the Platform by Customer or any Permitted Customer User;

“Effective Date” means the date on which the last of the Parties to sign signed the initial Order Form;

“Force Majeure Event” has the meaning given to it in Section 20;

“Fund” means any fund managed by Customer;

“Hosted Services” means the generally available online, Web-based applications and services on the Platform that are ordered by Customer under an Order Form subject to the subscription terms and conditions which are available via the following link: FundPortal Subscription Terms and Conditions (as the same may be updated from time to time);

“Implementation Fees” means the fees for initial implementation specified in the initial Order Form (if any) and any further implementation fees in relation to the Platform and the Hosted Services agreed in writing by the Parties after the Effective Date;

“Initial Subscription Term” means the initial subscription term for access to the Platform and use of the Hosted Services specified in the initial Order Form;

“Intellectual Property Rights” means all rights throughout the world, whether existing under statute or at common law or equity now or hereafter in force or recognised, including patents, rights in inventions (whether or not patentable or reduced to practice) and invention disclosures, copyrights, mask works rights, moral rights, trade secrets, trademarks, trade names, service marks, trade dress, domain names, or other intellectual property or proprietary rights (including applications for any of the foregoing rights, and all registrations, extensions, renewals, and re-issuances of, the foregoing) pertaining to a particular piece of tangible or intangible property;

“Multiple Users” means Permitted Users in more than one company or other commercial entity which are not Affiliates of each other;

“Non-renewal Notice” has the meaning given to it in Section 3.2;

“Order Form” means each ordering document pursuant to which Customer purchases services from Edgefolio that are executed by Customer and Edgefolio from time to time (including the subscription order form for the Hosted Services executed by the Parties on the Effective Date), as any of the same may be supplemented, amended or modified by written agreement (including e-mail) of the Parties at any time after the Effective Date;

“Party” means any of Edgefolio and Customer (as the context requires) and “Parties” means both of them;

“Permitted Customer User” means, in relation to Customer, an individual who is:

(a) an employee of Customer;

(b) a director or officer of Customer; or

and, in each case, who is authorised by or on behalf of Customer to use the Platform and the Hosted Services, is using a browser supported by the Platform and the Hosted Service and has been supplied with a user identification and password to access the Platform and use the Hosted Services in accordance with the terms of the Agreement;

“Permitted Third Party” means a person invited by Customer to use the Platform and the Hosted Services who is not a Permitted Customer User (but does not include any competitor of Edgefolio (nor any of such competitor’s Affiliates, nor its or their respective employees, consultants, contractors, representatives or agents);

“Permitted Third Party User” means, in relation to a Permitted Third Party, an individual who is:

(a) an employee of that Permitted Third Party;

(b) a director or officer of that Permitted Third Party; or

(c) a consultant to, or contractor of, that Permitted Third Party operating under a formal written mandate to represent that Permitted Third Party,

and, in each case who is authorised by or on behalf of Customer to access the Platform and use the Hosted Services, is using a browser supported by the Platform and the Hosted Services and has been supplied with a user identification and password to access the Platform and use the Hosted Services in accordance with the terms of the Agreement;

“Permitted User” means an individual who is a:

(a) Permitted Customer User; or

(b) Permitted Third Party User,

in each case subject to the limits specified in the applicable Order Form;

“Platform” means the subdomain of the Website provisioned by Edgefolio for Customer;

“Privacy Policy” means Edgefolio’s privacy policy available via the following link: [https://edgefolio.com/privacy/] as the same may be updated from time to time;

“Renewal Term” has the meaning given to it in Section 3.2;

“Restricted Party” means any person that is: (a) listed on, or owned or controlled by a person listed on a Sanctions List; (b) the government of a Sanctioned Country; (c) located in or incorporated under the laws of any Sanctioned Country; or (d) to its actual knowledge, otherwise a target of Sanctions;

“Sanctioned Country” means a country or territory which is subject to: (a) general trade, economic or financial sanctions or trade embargoes imposed, administered or enforced by: (i) the US government and administered by OFAC; (ii) the United Nations Security Council; (ii) the European Union; or (iv) Her Majesty’s Treasury of the United Kingdom; or (b) general economic or financial sanctions or trade embargoes imposed by the US government and administered by the US State Department, US Department of Commerce or the US Department of the Treasury;

“Sanctions List” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held by: (a) the US government and administered by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury; (b) the United Nations Security Council; (c) the European Union; or (d) Her Majesty’s Treasury of the United Kingdom, each as amended, supplemented or substituted from time to time;

“Subscription Fees” the subscription fees for access to the Platform and use of the Hosted Services specified in the initial Order Form and any further subscription fees for access to the Platform and use of the Hosted Services agreed in writing (including e-mail) by the Parties on or after the Effective Date;

“Subscription Start Date” means the subscription start date for access to the Platform and use of the Hosted Services specified in the initial Order Form;

“US” or “USA” means the United States of America;

“User Login” means any login for the Platform and use of the Hosted Services issued to a Permitted User subject to the permissions for the relevant Permitted User type set out in Section 7.3; and

“£” means the lawful currency of the United Kingdom

PART B – INTERPRETATION AND CONSTRUCTION

In the Agreement:

(a) a reference to a Party or any other person will be construed so as to include its successors in title, permitted assigns and permitted transferees;

(b) a reference to the Agreement or any other agreement or instrument is a reference to the Agreement or that other agreement or instrument as amended, novated, supplemented, extended or restated from time to time;

(c) references to a Section or a Schedule are to a Section of, or a Schedule to, the Agreement. References to the Agreement include any Schedule thereto;

(d) Section and Schedule headings are for ease of reference only;

(e) a time of day is a reference to London, England time (unless otherwise stated);

(f) the singular includes the plural and vice versa;

(g) “including” means including without limitation and “includes” and “included” will be interpreted accordingly;

(h) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

(i) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having the force of law being one with which it is the practice of the relevant person to comply) of any governmental, intergovernmental or supranational body, agency department or regulator, self-regulatory or other authority or organisation;

(j) no personal liability will attach to any director, officer, employee or other individual signing the Agreement, or any document, notice or certificate under or in connection with the Agreement, in each case, on behalf of Edgefolio;

(k) a reference to a statute, statutory instrument or provision of law is to that statute, statutory instrument or provision of law, as it may be applied, amended, re-enacted, extended, consolidate or replaced from time to time;

(l) a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of the Agreement.

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