Enfusion Analytics Terms and Conditions

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these Enfusion Analytics Terms and Conditions (these “EA T&Cs”) to be attached to and incorporated in the Master Services Agreement (the “Agreement”) between the Parties and to constitute the agreement between the Parties for these EA T&Cs to be added to the Agreement in the event that Client engages Enfusion to provide the use of Enfusion Analytics (as defined herein) and related services. If there is any inconsistency between the terms of the Agreement and these EA T&Cs, the terms of these EA T&Cs shall prevail. The term “Agreement” as used herein shall include these EA T&Cs, the Agreement, the General Terms and Conditions (as defined in the Agreement), and any other relevant Product T&Cs (as defined in the General Terms and Conditions) for all purposes.  All capitalized terms used but not defined in these EA T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions.

1. Definitions:
2. 1. “Base Offering” means collectively, the Data Warehouse Offering and Data Visualization Offering to the extent Client contracts for each through these EA T&Cs. The scope of Client’s Base Offering, which may not include the Visualization Offering, is described in these EA T&Cs. Any service or functionality not listed in this provision is out of scope.
   2. “Data Visualization Offering” means the ability for Client to generate (ad hoc or scheduled) custom and standard reports. The Data Visualization Offering is only accessible DV Users. Further, DV Users must also be Registered Users (defined in the Software T&Cs). Unless Enfusion, in each case, agrees in writing  to develop custom reports, the Data Visualization Offering is limited to pre-defined columns for data transformation and visualization. If Client obtains one (1) or more DV Users (defined below), Client will have access to the Data Visualization Offering.
   3. “DV User” means a user license assigned to a named individual, which will allow such individual to access and utilize the Data Visualization Offering. DV Users must be natural persons and Registered Users (defined in the Software T&Cs). Further, Client must not share DV Users or DV User passwords with anyone other than the relevant natural person associated with a DV User. Client may terminate DV Users by providing Enfusion with no less than thirty (30) days’ prior written notice to Enfusion.
   4. “Data Warehouse Offering: means the ability for Client to receive its data from Enfusion’s Software (such as trades and positions) into Enfusion Analytics and then store in and extract such data from Enfusion Analytics. The Data Warehouse Offering is accessible through individual Data Warehouse Users or Data Warehouse Service Account Users. In particular, the Data Warehouse Offering is limited to: (i) integration with the Software for easy upload of position, PnL, transactional, risk, performance, and reference data into Enfusion Analytics; (ii) scheduled and automated data loads from the Software; and (iii) technical support. Explicitly out of scope: (A) real-time data use or integration; (B) third-party data feeds or integration; and, (C) data conversion. If Client obtains one (1) or more Warehouse Users or Warehouse Service Users, Client will have access to the Data Warehouse Offering.
   5. “Enfusion Analytics” means Enfusion’s data warehouse and data visualization offering, collectively commonly referred to as Enfusion Analytics, which incorporates all computer programs, source code, object code, and data files in addition to all information, documentation, and tangible embodiments thereof, utilized, developed, purchased, or licensed by Enfusion and provided to or used by Client in connection with these EA T&Cs, including without limitation any upgrades, revisions, releases, or error corrections developed and made generally available subsequent to the Effective Date. For clarity, EA does not incorporate, nor is incorporated into, the Software.
   6. “EA Light Offering” means Enfusion providing Client with a mutually agreed upon number of ordinary EA reports at mutually agreed upon intervals. Client will have a DV User attributed to it, but Client will not have direct access to EA. Further, the EA Light Offering is only available for so long as Client has two (2) or less Accounts and only for up to three (3) DV user licenses. For the purposes of this EA Addendum, an “Account” is a fund or an SMA managed by Client. Client may transition from EA Light Offering to the Base Offering upon written agreement between Enfusion and Client.
   7. “Raw Data” means persisted, non-calculated data.
   8. “Warehouse Service User” means a service user license (non-individual) assigned to Client, allowing client to automate and put into production, extractions from the Data Warehouse Offering. Client may terminate Warehouse Services Users by providing Enfusion with no less than thirty (30) days’ prior written notice.
   9. “Warehouse User” means a user license assigned to a named individual. A Warehouse User must be a natural person, but is not required to be a Registered User (defined on in the Software T&Cs). Further, Client must not share Warehouse Users or individual user credentials with anyone other than the relevant natural person associated with the Warehouse User Client may terminate Warehouse Users by providing Enfusion with no less than thirty (30) days’ prior written notice.

2. Effect of Termination: Unless explicitly stated otherwise in the Agreement or change order, Client’s termination rights under this EA T&Cs shall follow Client’s termination rights described in the General Terms and Conditions. Upon the effective date of the termination or expiration of these EA T&Cs, Client shall cease all use of Enfusion Analytics. Despite disposition of Confidential Information rights and procedures described under the General Terms and Conditions, if Client requires its Raw Data be extracted from Enfusion Analytics (as opposed to Client removing its data from other Enfusion Products) the Parties shall mutually agree upon a one-time fee for Enfusion to do so. Similarly, if Client requires data conversion an additional fee may apply. For clarity, Client may extract its data from Enfusion Analytics using a third-party platform provider’s API.

3. License: Subject to the terms and conditions of these EA T&Cs and the Agreement, Enfusion hereby grants Client a non-exclusive, non-transferable, non-sublicensable, non-assignable, worldwide license to use, access, and benefit from Enfusion Analytics. Client will not take any action in derogation of the Intellectual Property rights of Enfusion, its Representatives, or its licensors in Enfusion Analytics. Client shall at all times remain compliant with, and shall not use the Enfusion Analytics in violation of, any relevant law, rule, or regulation.

4. License Restrictions: Client may not use Enfusion Analytics in any manner or for any purpose other than as expressly permitted by these EA T&Cs. Client may not: (a) when applicable, share third-party licensed users’ usernames or passwords with anyone other than the licensed users; (b) use Enfusion Analytics in violation of the legal rights of others; (c) use Enfusion Analytics to engage in or promote illegal activity; (d) use Enfusion Analytics for any

unlawful or fraudulent purposes; (e) modify, alter, tamper with, repair, or otherwise create derivative works of Enfusion Analytics; (f) reverse engineer, disassemble, or decompile Enfusion Analytics or apply any other process or procedure to derive the source code of Enfusion Analytics, or allow any others to do the same; (g) distribute Enfusion Analytics in whole or part, except for Enfusion Analytics generated reports to Client investors or prospective investors; (h) demonstrate, copy, sell or market Enfusion Analytics to any third-party; (i) access Enfusion Analytics in order to build a competitive product or service (or an equivalent for internal use) or copy any features, functions or graphics of Enfusion Analytics; or (j) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Enfusion or its licensors on or within Enfusion Analytics or any copies thereof. Enfusion may restrict Client’s access to Enfusion Analytics upon notice from Enfusion to Client of Client’s breach of this Section or Section 7 of these EA T&Cs until Client reasonably cures such breach or the EA services are terminated in accordance with the Agreement.

5. Warranty Disclaimer: ENFUSION ANALYTICS ARE PROVIDED “AS IS.” ENFUSION AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING ENFUSION ANALYTICS, INCLUDING ANY WARRANTY THAT ENFUSION ANALYTICS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ENFUSION AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

6. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS ARISING OUT OF ENFUSION’S OR ITS REPRESENTATIVES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, ENFUSION SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT FOR ANY PROBLEMS IN, OR CAUSED BY, ENFUSION ANALYTICS OR ANY RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOST PROFITS, GOODWILL, USE, OR DATA) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Third-Party Components: Certain components of Enfusion Analytics are provided by third-parties and are subject to certain terms of use. Enfusion has used reasonable efforts to incorporate such third-parties’ terms of use in these EA T&Cs; however, Client agrees to comply with any restriction or condition imposed by such third-parties relating to such third-parties’ components as notified by Enfusion. Client recognizes that failing to comply with such third-parties’ restrictions or conditions may cause Client’s access to Enfusion Analytics to be terminated or restricted. Further, in the rare circumstance that Enfusion requires a relevant third-party to perform technical support on a third-party component, such third-party may have access to Client’s Confidential Information for the limited purpose of and solely for conducting such technical support. Enfusion represents and warrants that the third-parties are subject to confidentiality obligations and cybersecurity requirements substantially similar to those in the Agreement. Further, Enfusion shall remain liable for any breach of confidentiality by such third-party.

8. Data Storage & Cybersecurity: Data loaded into Enfusion Analytics will be stored on third-party servers and subject to third-party

9. Third-Party Data: (Client’s data is intended to be uploaded into Enfusion Analytics from other Enfusion Products. If Client desires data to be uploaded into Enfusion Analytics from a source other than Enfusion’s other Enfusion Products additional fees and terms may apply.

10. Real-Time Data: Client understands and acknowledges that Enfusion Analytics is not intended to pull in, nor utilize, real-time data

11. Technical Support: Enfusion will provide technical support to Client as reasonably requested.
    1. Technical Support Hours: - From 7:00 PM EST Sunday until 8:00 PM EST Friday. Client recognizes that technical support hours may be affected if Enfusion’s relevant local office is closed for a stock exchange, federal, or statutory holiday. Similarly, certain issues that may arise may require support from Enfusion’s third-party component providers. In such instances Enfusion’s support may be affected by the relevant component provider’s support hours.

12. Fees:
    1. Monthly Fees: Client shall be responsible for a monthly fee for its access and use of Enfusion Analytics from the Effective Date (or change order/amendment data if Client adds services under these EA T&Cs following the Effective Date). Client’s monthly fee is described in Section 3 of the Agreement. Client understands that its monthly fee is for the Base Offering and that additional services may be, or may become, available for which additional setup, monthly, or development fees may apply.
    2. Added After Effective Date. From time-to-time Enfusion, in its sole discretion, may make additional services or offerings available. Likewise, Client may request custom development, such as custom reports. In either event, Client’s authorized Representative shall e-mail Enfusion’s help desk (or other e-mail address as provided by Enfusion from time-to-time) requesting additional services or offerings with particularity. The relevant Enfusion Representative will provide Client’s authorized Representative with the expected additional monthly, setup, or development fees, if any. Unless the Parties enter into a separate written agreement, amendment, or change order, Client’s authorized Representative will then approve or deny the additional fee(s) via e-mail. Once Client’s consent is provided the additional fee(s) will become binding upon Client and treated as if part of the Agreement. Enfusion reserves the right to deny any Client request.
    3. Monthly Fee: Client’s monthly fees for the Base Offering and other offerings are listed in Section 3 of the Agreement.
    4. Fee Increase: Client’s fees that have been contracted for shall remain fixed for one (1) year from the Effective Date. Thereafter, once per year, Enfusion will have the right to increase Client’s fees by three (3) percent or the average annualized rate of increase over the previous twelve (12) months of the US Consumer Price Index, not Seasonally Adjusted, as published by the Bureau of Labor Statistics of the United States Department of Labor, whichever is higher. Enfusion will provide Client with no less than forty-five (45) days’ prior written notice of an annual increase of such fees.

13. Arbitration: Any dispute arising under these EA T&Cs will be subject to binding arbitration by one (1) arbitrator when claims are for ONE HUNDRED THOUSAND US Dollars or less and by three (3) arbitrators when claims are for more than ONE HUNDRED THOUSAND US Dollars with the AAA, in accordance with its relevant industry rules, if any, and Section 18 of the General Terms and Conditions. Further, if Client fails to make a required fee payment required under these EA T&Cs and Client fails to make such payment within the cure period laid out in the Agreement, Enfusion may bring a claim in a court with competent jurisdiction without violating this Section 13 or Section 16 of the General Terms and Conditions.