General Terms and Conditions

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these General Terms and Conditions (the “General Terms and Conditions”) to be attached to, made a part of and incorporated by reference in the Master Services Agreement, as amended or supplemented from time-to-time, (the “Agreement”) between the Parties.

1. Definitions: All capitalized terms used but not defined in these General Terms and Conditions shall have the meanings given in the Agreement. The term “Agreement” as used herein, in the Agreement, and in any Product T&Cs (as defined in Section 30 herein) shall include these General Terms and Conditions for all purposes. Any terms provided by Client that add, vary, or conflict with these General Terms and Conditions are hereby rejected.
   1. “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party hereto.  For purposes of this provision, "control" means possessing, directly or indirectly, the power to direct, or cause the direction of, the management, policies, or operations of an entity, whether through ownership of voting securities, by contract, or otherwise.
   2. “Change of Control” means, with respect to a Party, the: (i) sale of all, or substantially all, of the Party’s assets to another party; or (ii) transfer of equity ownership of the Party or the merger of the Party with another party (or similar transaction), such that a person or persons that could not elect a majority of the directors of that Party before such transfer, could elect a majority after the transaction, other than a transfer which occurs in connection with an initial public offering of the shares of such Party.
   3. “Enfusion Products” means the products and services that Client may or has contracted with Enfusion to use or receive or that Enfusion makes commercially available at any time, as amended from time-to-time.
   4. “Industry Standard” means a set of commercially reasonable practices that provide a level of care consistent with practices (i) expected by an asset manager portfolio management software provider; (ii) used or adopted by a substantial number of companies of a similar size that are engaged in a similar type of business to manage information of a similar type; (iii) prescribed for use by a governing industry standards body or group; or (iv) established by recognized experts in the field as being acceptable and reasonable.
   5. “Intellectual Property” means with respect to a Party, all inventions, discoveries, technical ideas, concepts, improvements, techniques, patents (including every renewal, extension, or division thereof), patent applications, trademarks and services marks and all goodwill associated therewith and symbolized thereby, domain names, copyrights, design rights, trade secrets, know-how, proprietary business processes and methodology, systems, programs, source code, graphical user interfaces, applications, documentation (including written or electronic reports, analysis or other working papers), and all other intellectual property and proprietary rights (in each case worldwide and including all extensions and renewals) relating to the relevant Party or its Affiliates.
   6. “Program” means the written or clearly established and exercised processes and procedures for accomplishing common objectives and monitoring such accomplishment, which may be updated from time-to-time.
   7. “Representatives” means each Party’s and its Affiliates’ respective members, officers, directors, employees, consultants, attorneys, accountants, agents, and independent contractors.
   8. “Risk Assessment Process” and “Risk Assessment” mean an exercised process used to identify the risks to system security and determine the general likelihood of occurrence, the resulting impact, and identify additional safeguards or modifications that would eliminate or adequately mitigate this impact.
   9. “Risk Management Program” means the exercised process for identifying, controlling, and mitigating information system related risks. It includes an Industry Standard qualitative or quantitative Risk Assessment Process; cost-benefit analysis; and the selection, implementation, testing, and evaluation of safeguards with the intent to meet the four (4) security goals of Security Assurance.
   10. “Security Assurance” means grounds for confidence that the four (4) security goals (i.e., integrity, availability, confidentiality, and accountability) have been adequately met by a computer or information system(s) designed and intended to monitor and survey the security of Enfusion’s Software, hardware, and related platform. “Adequately met” means functionality that (i) performs as expected; (ii) provides sufficient protection against unintentional errors (by users or the Software); and, (iii) affords sufficient resistance to intentional penetration or
   11. “Vulnerability” means a flaw or weakness in computer system functionality, design, implementation, internal controls, or security procedures that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach or a violation of the system’s security policy.

 

2. Interpretation: Unless the context of these General Terms and Conditions, the Agreement, or any relevant Product T&Cs otherwise requires: (i) a capitalized word has the meaning assigned to it by these General Terms and Conditions, the Agreement, or the relevant Product T&Cs; (ii) “or” will be construed such that the series may include any of the items, all of the items, or any combination of the items; (iii) words in the singular include the plural, and words in the plural include the singular; (iv) “hereof,” “hereunder,” “herein,” and “hereto” refer to the entire Agreement (including all exhibits, schedules, addenda, these General Terms and Conditions, and any relevant Product T&Cs) and not any individual section or subsection; (v) references in this Agreement to sections, subsections, other subdivisions, these General Terms and Conditions, Product T&Cs, annexes, addenda, or schedules are references to the sections, subsections, or other subdivisions of or Product T&Cs or schedules attached (or incorporated into by reference) to this Agreement; (vi) “in writing” refers to in written or printed form, facsimile transmission, or e-mail; (vii) the terms “include,” “includes,” or “including”  are to be construed as “including without limitation;” (viii) the phrase “any reason” is to be construed as “any reason or no reason;” and, (ix) the headings in the Agreement, these General Terms and Conditions, and any relevant Product T&Cs are for reference only and do not limit or otherwise affect the meaning hereof.

 

3. Term: Subject to Section 4(a), this Agreement shall commence on its stated Effective Date and shall continue in force, unless terminated earlier in accordance with this Agreement’s terms for the Initial Term (as defined in the Master Services Agreement) and thereafter will renew automatically for successive one (1) year periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party gives the other Party no fewer than thirty (30) calendar days’ prior written notice of the Party’s intent not to renew, or alternatively, if the Agreement is terminated under its terms and conditions.

4. Termination:
   1. Either Party may terminate this Agreement or any applicable Product T&C if the other Party (“Breaching Party”) fails to reasonably cure a material breach of any provision of this Agreement (including any relevant Product T&C) within thirty (30) calendar days upon receiving a written notice of such material breach from the other Party (“Non-breaching Party”). If such material breach or surrounding circumstances are such that the breach cannot be cured within thirty (30) calendar days, the cure period will be extended so long as the Breaching Party is making a good faith effort to cure such breach as soon as practicable and there is no perceived or potential ongoing harm to the Non-breaching Party.
   2. In addition to Enfusion’s rights under Section 4(a) above, in the event Client: (i) fails to pay any outstanding invoice within sixty (60) days of such invoice’s issue date; (ii) materially violates Section 6 of these General Terms and Conditions; (iii) materially violates the Confidentiality terms set forth in Section 9 of these General Terms and Conditions; or, (iv) becomes insolvent or files for bankruptcy, (voluntary or involuntary), Enfusion may suspend Client’s access, use, or receipt of the relevant Enfusion Products upon written notice to Client of such breach until such breach is cured.
   3. In the event Client elects to discontinue using an Enfusion Product, Enfusion reserves the right to re-negotiate this Agreement, including any Product T&Cs.

 

5. License: Any license(s) granted by Enfusion to Client will be detailed in the relevant Product T&C attached to and made a part of this Agreement. Client expressly acknowledges and agrees that it shall access and use the Enfusion Products solely and exclusively for the purposes set out in, and in accordance with, this Agreement (including any relevant Product T&Cs), and that Client shall not permit the Enfusion Products to be used by any third-party (other than its Representatives) except as expressly permitted in this Agreement (including any relevant Product T&Cs).

 

6. Prohibited Use: Except as expressly permitted in this Agreement (including any relevant Product T&Cs), Client agrees that it shall not (and shall ensure that none of its Representatives) distribute, duplicate, transfer, sub-license, rent, lend, transmit, sell, re-circulate, display (other than if required by Client’s relevant regulators), repackage, assign, lease, resell, publish or otherwise make available all or any portion of the Enfusion Products, by whatever means to any other person or In addition to and without limiting the foregoing, Client shall not and shall ensure none of its Representatives (except where expressly permitted in this Agreement):
   1. (if applicable) transmit to, or share user identification or password codes with any person other than the Representative to which the identification or password codes were assigned;
   2. modify, translate, reverse engineer, disassemble, attempt to discover the source code of, or otherwise reduce Enfusion’s Intellectual Property or a part or component thereof, whether to human readable form or otherwise, or create derivative works based upon, or decompile any software, prototypes, or other tangible objects which contain Enfusion’s Intellectual Property or form any part of the Enfusion Products;
   3. use any of the Enfusion Products for any illegal or unlawful purpose;
   4. use any Enfusion Products in a manner which would create a functional substitute for the Enfusion Products;
   5. remove, suppress, or modify in any way the proprietary markings, including any trademark or copyright notice, used in relation to any of the Enfusion Products or Enfusion’s Intellectual Property (including third-party proprietary markings);
   6. as relevant to the Agreement, using the Enfusion Product, violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including any of the foregoing relating to competition or antitrust matters;
   7. infringe, violate, breach or otherwise contravene any rights of Enfusion, its Affiliates or any third-party (including any data providers), including any copyright, database right, trademark, patent, or any other proprietary or Intellectual Property right in connection with the Enfusion Products;
   8. utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy or other protection used by Enfusion in connection with offering Enfusion Products; or,
   9. use Enfusion Products to develop a product which is or may be competitive with any Enfusion Products.

 

7. Intellectual Property: The Parties agree that:

 

1. 1. the Enfusion Products and all Intellectual Property rights associated with or comprised in any of the Enfusion Products (including any sponsored development, which may be referred to as custom development, or any third-party software or data other than Client’s data), and all enhancements, modifications, improvements, or additional services applicable thereto;
   2. all information, documentation, computer programs, systems, customizations, enhancements, and websites created by, or on behalf of, Enfusion in connection with the Enfusion Products; and,
   3. all feedback or suggestions provided by Client or its Representatives:

 

shall in each case be the sole and exclusive property of Enfusion (or, as the case may be, its Affiliates or licensors) and shall not be considered works for hire. Client agrees that, other than the right to access and use the Enfusion Products in accordance with the terms of the Agreement, it has no right, title or interest in, or to, any of the Enfusion Products or any Intellectual Property subsisting therein. All rights not expressly granted hereunder or under an applicable Product T&C are explicitly reserved by Enfusion or its Affiliates. Client agrees to use commercially reasonable efforts to protect the proprietary rights of Enfusion, its Affiliates, its licensors, and any relevant third-party data provider (whose data Client uses within Enfusion Products) in the Enfusion Products, during and after the Term. For clarity, as between the Parties, Client’s data is and will remain the property of Client.

 

8. Request for Information: Enfusion may; during Term and for one hundred eighty (180) calendar days following the termination of the relevant Product T&Cs, but no more than once per year; inspect and conduct an audit at Client’s facilities during Client’s normal business hours and at Enfusion’s own expense, contingent on Enfusion providing no less than ten (10) business days’ prior written notice to Client, solely to verify Client’s compliance with the terms and conditions of this Agreement. Further, upon Enfusion’s written request, Client shall provide Enfusion all requested information that is reasonably related to Enfusion verifying Client’s compliance with the terms of this Agreement.

 

9. Confidentiality:
   1. “Confidential Information” shall mean any information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party or its Representatives (“Receiving Party”) that is confidential or proprietary, whether or not marked as confidential; provided that if not marked or disclosed as confidential, a reasonable person in like circumstances would recognize the information as being confidential or proprietary in nature. Confidential Information may include information owned by the Parties, their Affiliates and respective clients, and information owned by third-parties, such as third-party cybersecurity information. Further, Confidential Information includes all information or materials derived from or based on Confidential Information and all complete or partial copies or reproductions (in all forms or medium) of Confidential Information. For the avoidance of doubt, Confidential Information shall include any information concerning (i) a Party’s or its Affiliates’ respective employees, businesses, trading activities, investors, clients, products, software, or services; and, (ii) the terms of this Agreement.
   2. Exclusions: A Party’s information shall not be considered Confidential Information to the extent it is: (i) is in the public domain at the time of disclosure, or thereafter becomes in the public domain, other than as a result of disclosure in violation of this Agreement; (ii) was in the possession of, or

demonstrably known by, the Receiving Party prior to its receipt from the Disclosing Party without restriction on its use or disclosure; (iii) is hereafter furnished to the Receiving Party by a third-party as a matter of right and without a reasonably known restriction on disclosure; or, (iv) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

1. 3. Legal Requirement: If the Receiving Party is requested or required to disclose the Disclosing Party’s Confidential Information under a subpoena, court order, statute, law, rule, regulation, or other similar requirement, (“Legal Requirement”), the Receiving Party shall, to the extent legally permissible, provide prompt written notice of such Legal Requirement to Disclosing Party, so the Disclosing Party may seek an appropriate protective order or other appropriate remedy or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party is unable obtain a protective order or other appropriate remedy and the Receiving Party is, in the reasonable opinion of its counsel, legally compelled to disclose such Confidential Information, or if the Disclosing Party consents to the Receiving Party’s disclosure in writing, the Receiving Party may disclose, without liability hereunder, such Confidential Information in accordance with, but solely to the extent necessary to comply with, the Legal Requirement. Further, when legally permissible, the Receiving Party shall notify the Disclosing Party of what Confidential Information was disclosed under such Legal Requirement. For clarity, the Receiving Party may disclose the Disclosing Party’s Confidential Information in connection with a routine regulatory request or exam where the Disclosing Party is not the target of such request or exam.
   4. Protection of Confidential Information: The Receiving Party shall at all times implement and maintain commercially reasonable administrative, physical, and technical security controls, sufficient in nature and scope to protect the confidentiality, integrity, and availability of the Disclosing Party’s Confidential Information. The Receiving Party must hold the Disclosing Party’s Confidential Information as confidential and must safeguard such Confidential Information using the same standard of care the Receiving Party uses to protect its own Confidential Information of a similar nature, but never less than reasonable care. Subject to Section 9(c) of these General Terms and Conditions, the Receiving Party shall not, without prior written consent from the Disclosing Party, or as reasonably required in the performance of this Agreement or as directed by the Disclosing Party, disclose, allow a third-party to access, or use such Confidential Information. For the avoidance of doubt, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s Representatives that have a need to know such Confidential Information, provided such Representatives are bound by confidentiality obligations at least as protective as those set forth in this Agreement, and being understood that Receiving Party shall be responsible for any breach of such obligations by its Representatives to the same extent as if the breach were committed by the Receiving Party. At a minimum, and in addition to other obligations imposed by this Agreement, Enfusion shall: (i) store Client Confidential Information, and related data on servers and networks that have firewalls consistent with Industry Standard; (ii) regularly update its Software with the latest patches and other Software releases consistent with Industry Standard; and (iii) maintain an intrusion detection controls reasonably designed to detect unauthorized system access from both internal and external threats.
   5. Disposition of Confidential Information: As between the Parties, the Disclosing Party’s Confidential Information is and will, at all times, remain the property of the Disclosing Party. The Receiving Party will promptly, following written request from the Disclosing Party, but no later than thirty (30) calendar days following such request, destroy, permanently delete, or return all of the Disclosing Party’s Confidential Information held by or under the control of the Receiving Party; however, in the case of Client’s receipt of its data, Enfusion will first assist Client in removing its data from the Enfusion Products and if the circumstances such require, will then return Client’s data in accordance with this Section. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Receiving Party may retain copies of such Confidential Information as required to be retained by law, rule or regulation, professional standards, or by competent judicial, governmental, supervisory or regulatory body, or in accordance with the Receiving Party’s electronic media backup practices. Further, if requested by the Disclosing Party in writing, the Receiving Party shall certify in writing that it has destroyed or permanently deleted Confidential Information in accordance with this Section. Each Party’s confidentiality obligations shall survive the termination or expiration of this Agreement for so long as such information remains Confidential Information. For clarity, certain Product T&Cs may contain different disposition of Confidential Information requirements.

 

10. Cybersecurity: Enfusion has and will maintain an Industry Standard Risk Management Program, including the following:
    1. Enfusion shall have an information security policy that describes the security and privacy controls Enfusion implements in its operations (“Information Security Policy”). Enfusion has and will maintain a Risk Management Program to implement its Information Security Policy, which shall include the following:
       1. a Risk Assessment Process reasonably designed to ensure Enfusion’s operating environment, development environment, systems, applications, networks, and procedures are at minimum, evaluated annually and upon incident, to identify and remediate Vulnerabilities;
       2. a Program for intrusion and security breach detection, prevention, and incident response;
       3. a Program for configuration management of systems, network, and applications;
       4. a Program for the implementation and administration of logical access controls to data, systems, and network; and,
       5. a Program for the implementation and administration of physical access controls to facilities.
       6. Enfusion shall, at a minimum, review its Risk Management Program annually.
    2. Security Breaches. Enfusion has and will maintain documented escalation processes for security breaches and incident responses, including procedures for notifying Client without undue delay and where feasible within seventy-two (72) hours after a security breach is discovered where such breach may negatively affect Client’s systems, network, services, data, assets, or Client understands and acknowledges that during continuing investigations, at the recommendation of law enforcement or third-party experts, or under exceptional circumstances, Enfusion may be unable to notify Client of a security breach within seventy-two (72) hours, but in such event, Enfusion shall notify Client of such breach as soon as practicable and without undue delay.

1. 1. 1. Except for law enforcement or third-party experts retained by Enfusion to assist in the breach response, or third-parties servicing Client that are relevant to the breach, Enfusion shall not disclose to other parties that an actual or suspected security breach specifically affects Client without prior written consent of Client.
      2. Enfusion shall provide to Client, reasonably requested information relevant to Client as required by Client (and certified third-parties hired by Client) to investigate a security breach of Client’s operating environment. For the avoidance of doubt, in no event will Enfusion be required to provide information that, in the reasonable opinion of Enfusion’s legal counsel, would cause Enfusion to breach an obligation of confidentiality or disclose Enfusion’s trade secrets.
      3. Client recognizes that all information may not be known or available to Enfusion within the following timeframe; however, to the extent Enfusion has such information, Enfusion shall, in the event of a security breach affecting Client, issue a report to Client without undue delay that includes:  (1) the high level identification of  Client information, including, but not limited to, Confidential

Information, systems, network, services, data, assets, or customers, known to be compromised by such breach; (2) the actions taken by Enfusion to mitigate damage caused by the breach; and, (3) the safeguards implemented by Enfusion to prevent a recurrence of such breach.

1. 3. Business Continuity and Disaster Recovery: Enfusion shall maintain an Industry Standard business continuity and disaster recovery plan (“BCP”) reasonably designed to mitigate the effects of any business disruption so that Enfusion remains able to conduct its business, or the resumption of its business as soon as reasonably practicable, with integrity and competence in the event of a service disruption or failure, or unexpected termination or liquidation of any outsourcing arrangement of Enfusion. Such BCP shall include, objectives reasonably designed to: (i) ensure reasonable recovery times, (ii) ensure reasonable recovery point objectives (iii) ensure reasonable resumption of operating capacities, and (iv) effectuate such other matters as may be reasonably required in relation to the provision of the Enfusion Products.  Enfusion agrees to provide Client with a copy of its client-facing BCP, upon written request by Client. Further, Enfusion confirms the BCP is subject to periodic testing.

 

11. No Advice: CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT NEITHER ENFUSION NOR ANY ENFUSION AFFILIATE IS A BROKER-DEALER, INVESTMENT ADVISOR, OR HOLDER OF ANY OTHER SIMILARLY REGULATED REGISTERED DESIGNATION IN THE UNITED STATES OR ELSEWHERE AND NOTHING UNDER THIS AGREEMENT IS INTENDED TO REQUIRE OR REQUIRES ENFUSION TO ACT IN A WAY THAT WOULD REQUIRE SUCH REGISTRATION. FURTHER, CLIENT ACKNOWLEDGES AND AGREES THAT NEITHER ENFUSION NOR ITS SOFTWARE, SERVICES, DOCUMENTATION, OR MATERIALS PROVIDED BY ENFUSION WILL BE CONSTRUED AS PROVIDING ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO CLIENT, ITS REPRESENTATIVES, OR ANY THIRD-PARTY.

 

12. Updates and Upgrades: Enfusion, at its sole discretion, may from time-to-time make updates, revisions, and new versions or releases of, or modules for, the relevant Enfusion Product available to Client, at no additional cost. To the extent Enfusion makes a release available to all of its clients at no additional cost, Enfusion will make such release available to Client at no additional cost. Nothing in these General Terms and Conditions or any Product’s T&Cs or the Agreement requires Enfusion to develop or provide such updates, revisions, or new versions or releases of, or modules for, the relevant Enfusion product except as necessary to comply with the relevant Product’s T&Cs’ error correction obligations.

 

13. Malicious Software: To the extent within its control, each Party agrees to use commercially reasonable efforts to prevent Enfusion Products from being infected or harmed by any viruses, worms, trojan horses, time bombs, or other malicious software or disabling devices.

 

14. Representations and Warranties:
    1. Mutual Representations and Warranties: Each Party represents and warrants to the other Party:
       1. it has the full right, power, and authority to execute, deliver and perform this Agreement in accordance with its terms;
       2. this Agreement has been duly executed and delivered by or on behalf of such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;
       3. it is and will continue to be in compliance, in all material respects, with all laws, rules, and regulations applicable to it in connection with this Agreement; and,
       4. each Party agrees to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users or trading in securities of prohibited securities under such regulations and prohibition. Each Party represents and warrants that neither it nor any Affiliate is a Prohibited Person nor is owned or controlled by a Prohibited Person. “Prohibited Person” shall mean a person or entity appearing on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the U.S. Department of Treasury or any other list that may be published by the U.S. Government, as amended from time to time, that is prohibited from acquiring ownership or control of items under this Agreement, or with which Enfusion is prohibited from doing business.

1. 2. Enfusion Representations and Warranties: Enfusion represents and warrants that the Enfusion Products have been developed, will be provided, and will perform in a professional and workmanlike manner at a level of quality not less than the prevailing Industry Standard. CLIENT’S SOLE AND EXCLUSIVE REMEDY IF ENFUSION BREACHES THE FOREGOING REPRESENTATION AND WARRANTY SHALL BE ACCESS TO REPERFORMANCE OF SERVICES OR REPLACEMENT SOFTWARE DEVELOPED BY ENFUSION IN A COMMERCIALLY REASONABLE TIME.
   3. THESE WARRANTIES ARE EXCLUSIVE AND, TO THE FURTHEST EXTENT OF THE LAW, ARE IN LIEU OF ALL OTHER WARRANTIES IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. ENFUSION EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

 

15. Indemnification and Limitation of Liability:
    1. Limitation of Liability:
       1. Except for damages arising under Enfusion’s indemnity obligations or out of Enfusion’s or its Representatives’ material breach of the Agreement, gross negligence, willful misconduct, or fraud, Enfusion shall not be liable for damages incurred or suffered by Client or any third-party, regardless of the form of action, arising out of, or related to this Agreement or the use of the Enfusion Products, whether in contract, tort, or otherwise, even if Enfusion has been advised of the possibility of such loss or damages.
       2. EXCEPT FOR CLIENT’S MATERIAL BREACH OF SECTIONS 6 OR 7 OF THESE GENERAL TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY, REGARDLESS OF THE FORM OF ACTION, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, STATUTORY, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER ARISING AS A RESULT OF, OR RELATED TO, THE RELATIONSHIP FORMED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
       3. Under no circumstances shall Enfusion be liable for Client’s use of any Enfusion Product. FURTHER, UNDER NO CIRCUMSTANCES SHALL ENFUSION BE LIABLE TO CLIENT OR ANY THIRD-PARTY, REGARDLESS OF THE FORM OF ACTION, FOR TRADING, INVESTMENT, OR MARKET LOSSES; LOST REVENUES OR PROFITS; OR LOSS OF BUSINESS OR GOODWILL.
       4. THE PARTIES EXPRESSLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIMS EITHER PARTY MAY HAVE AGAINST THE OTHER FOR BREACH OF FIDUCIARY DUTY OR ALLEGED BREACH OF FIDUCIARY DUTY AND AGREE THAT BOTH PARTIES AND THEIR REPRESENTATIVES SHALL HAVE NO LIABILITY (WHETHER DIRECT OR INDIRECT) TO THE OTHER PARTY OF SUCH FIDUCIARY DUTY CLAIM OR ANY

PERSON ASSERTING A FIDUCIARY DUTY CLAIM ON BEHALF OF OR IN RIGHT OF THE OTHER PARTY.

1. 2. Mutual Indemnification: Each Party to this Agreement, (each an “Indemnifying Party” as applicable to this Section) shall, at its own expense, defend, indemnify, and hold harmless, the other Party’s and its Affiliates’ members, officers, directors, employees (collectively and individually, the “Indemnified Party”) from and against all damages, costs, and expenses, including all reasonable attorneys’ fees, court costs, investigation costs, damage awards, and settlements amounts (together “Costs”) resulting from third-party claims brought against the Indemnified Party arising out of the Indemnifying Party’s infringement upon or misappropriation of such third-party’s Intellectual Property or property right, including the Indemnifying Party’s improper or unauthorized third-party data use. However, in the event of a claim or threatened claim by a third-party that Enfusion Products, or a portion thereof, infringes upon or misappropriates such third-party’s Intellectual Property or property right, Enfusion may, at its sole option, (i) revise the relevant portion of the Enfusion Products so that it is no longer infringing, (ii) obtain the right for Client to continue using the relevant portion of Enfusion Products, or (iii) where (i) or (ii) are not reasonably available, terminate this Agreement or any relevant portion thereof and refund any unused prepaid fees for the remainder of the Term. THIS SECTION REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF ENFUSION AND THE EXCLUSIVE REMEDY OF CLIENT FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS AS SUCH RIGHTS PERTAIN TO THE ENFUSION PRODUCTS.
   3. Indemnification Procedure: If an Indemnified Party seeks indemnity from the Indemnifying Party in accordance with the terms and conditions of this Agreement, such Indemnified Party must: (i) promptly notify the Indemnifying Party in writing of the relevant claim; (ii) grant exclusive control over the defense and settlement of an action to which the indemnity relates to the Indemnifying Party, provided the Indemnifying Party must not, without the prior written consent of the other Party, enter into a settlement that may adversely affect the other Party’s, its Representatives’ or its Affiliates’ rights, interests, or impose an obligation on such other Party, its Representatives or its Affiliates; and, (iii) reasonably cooperate in facilitating such defense (at the Indemnifying Party’s request and expense). For the avoidance of doubt, the Indemnified Party may (using its own counsel and at its own expense) participate in the defense and settlement of any such claim.
   4. Relief from Indemnification: Despite anything to the contrary in this Section, the Indemnifying Party will have no obligation to indemnify the Indemnified Party for a claim to the extent such claim arises out of the Indemnified Party’s (i) breach of this Agreement, or in the case of Client, as specified in any documentation (if any); (ii) willful misconduct, fraud, or gross negligence. Similarly, if Enfusion is the Indemnifying Party, Enfusion shall not be obligated to indemnify the Indemnified Party for a claim to the extent the claim arises out of: (A) any use of the Enfusion Products in combination with other products or software not supplied by Enfusion or required by Enfusion to use the Enfusion Products; or (B) any modification of the Enfusion Products by any person other than Enfusion or its Representatives.
   5. Total Liability: To the maximum extent permitted by applicable law and with the exception of a Party’s indemnification obligations and Client’s material breach of Sections 6 and 7 of these General Terms and Conditions, either Party’s total liability under this Agreement (unless explicitly stated otherwise on a relevant Product T&C), regardless of cause or theory of recovery, will not exceed the total amount of fees (less any sponsored development and one-time fees) paid by Client to Enfusion under the Agreement for the relevant Product during the twelve (12) month period immediately preceding the occurrence, act, or omission giving rise to the claim. If such claim arises prior to the twelve (12) month anniversary of the Agreement for the relevant Product’s effective date, Client’s fees (less sponsored development and one-time development fees), up to and including the month in which the claim arose, will be averaged and multiplied by twelve (12) to set the applicable liability cap. In addition to the foregoing limitation of liability, either Party’s total liability arising out of its obligations under Section 14(b) of these General Terms and Conditions, regardless of cause or theory of recovery, will not exceed the total amount of fees (less any sponsored development and one-time fees) paid by Client to Enfusion for the relevant Product during the twenty-four (24) month period immediately preceding the occurrence, act, or omission giving rise to the claim. If such claim arises prior to the twenty-four (24) month anniversary of the Effective Date (or the Effective Date of any amendments to this Agreement pursuant to which Enfusion will provide additional Enfusion Products to Client), Client’s fees (less sponsored development and one-time development fees), up to and including the month in which the claim arose, will be averaged and multiplied by twenty-four (24) to set the applicable liability cap.

 

16. Remedies: The Parties acknowledge and agree, due to the unique nature of the obligations under this Agreement, a breach of this Agreement (including any relevant Product T&Cs) may result in irreparable and continuing harm to the other Party, for which monetary damages may be inadequate to compensate or make the injured Party Therefore, except where sole remedies for particular breaches are explicitly stated in a Product T&C, each Party agrees the other Party is entitled to seek, in addition to other remedies available at law, in equity, or otherwise; temporary and permanent injunctive relief or specific performance from a court of competent jurisdiction and without the posting of a bond or security, to enforce the terms of this Agreement or restrain a breach or threatened breach thereof.

 

17. Negotiation: Except as otherwise set forth in Section 16 of these General Terms and Conditions or as expressly set forth in a Product T&C, in the event of a dispute, claim, question, or disagreement between the Parties (including their Affiliates) or arising from, or relating to, this Agreement, or breach of either, the Parties must use commercially reasonable efforts to settle the dispute, claim, question, or To this effect, the Parties will consult and negotiate with each other in good faith to reach a solution satisfactory to the Parties. If the Parties are unable reach a solution within thirty (30) calendar days from the date one Party first provides notice to the other of the dispute, claim, question, or disagreement, then, upon notice by either Party to the other, all disputes, claims, questions, or differences will be finally settled by arbitration administered by the American Arbitration Association (“AAA”), in accordance with its relevant industry rules, and any international rules, if applicable.

 

18. Arbitration: All disputes arising between the Parties under the Agreement, including their Affiliates and including the validity of this provision, will be subject to binding arbitration with the AAA, in accordance with its international rules, if relevant. Except as expressly provided in a relevant Product T&C, the arbitration will be conducted in English by a tribunal of three (3) arbitrators with applicable industry expertise. Either Party may initiate the process by serving a demand for arbitration on the other after fulfilling its negotiation obligations in accordance with Section 17 of these General Terms and Conditions. Each Party will select one (1) person to act as a designated arbitrator and the two (2) so-selected will select a third arbitrator to complete the arbitration tribunal. The arbitrators will have no authority to award punitive or other damages not permitted by this Agreement, and claims seeking such damages are hereby waived.  The Parties agree that this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois, regardless of the laws that might otherwise govern under applicable choice-of-law principles. All arbitrations will be held in Cook County, Chicago, Illinois, regardless of the laws that might otherwise govern under applicable forum non-conveniens principles. Claims brought in other jurisdictions or forums are precluded. The arbitrators will have the authority to grant injunctive relief and specific performance in accordance with Section 16 of these General Terms and Conditions. Judgment on awards rendered by the arbitrators may be entered in any court of competent jurisdiction. Notwithstanding

anything to the contrary in this Agreement, with respect to a breach by either Party, described in Section 16 of these General Terms and Conditions, the other Party is not required to submit such dispute to arbitration, but instead, may immediately seek injunctive or other relief in accordance with Section 16 of these General Terms and Conditions and without violation of this Section Such a remedy will be in addition to, and not in limitation of, other remedies to which each Party may be entitled under this Agreement or otherwise at law or in equity. Further, if Client fails to make a required fee payment under this Agreement or as mutually agreed upon in writing by the Parties within the cure period laid out in this Agreement, such claim will be heard by one (1) arbitrator rather than by a three (3) arbitrator as required for other claims. Accordingly, BOTH PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN COOK COUNTY, ILLINOIS. Notwithstanding anything in this Section 18 to the contrary, arbitrations and court proceedings may be conducted virtually.

 

19. Jury Waiver: THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, RELATED DOCUMENTS, OR DEALINGS BETWEEN THEM ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR TRANSACTIONS RELATED TO EITHER.

 

20. Technical Support: Technical support shall be provided as described on the relevant Product T&Cs.

 

21. Catastrophic Events: Neither Party will be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including any of the following: act of God; governmental act; war; fire; flood; epidemic; pandemic; civil disorders; failure of a utility service outside Enfusion’s reasonable control; shortage of parts or raw materials; failure of a transport network; accident, strikes, lock-outs or other industrial action; explosion; or civil commotion.

 

22. Third-Party Data and Terms:
    1. Third-party Data: Except as explicitly described on a relevant Product T&C, Client acknowledges that Client is responsible for obtaining and maintaining the necessary licenses for any third-party data Client uses within the Enfusion Products. Further, certain data providers may have rights in the data or information Client uses within the Enfusion Products and Client agrees to comply with any restriction or condition imposed by such data providers relating to such data or information used by Client as notified by Enfusion or such relevant data providers. Accordingly, Enfusion may disclose Client’s contact information and usage information to third-party data providers whose data Client uses within the Enfusion Products, as required for Enfusion to fulfil its contractual obligations with such relevant data providers.
    2. Third-party Platforms: Certain Enfusion Products may be hosted on third-party platforms or will be subject to third-party terms of use or To the limited extent such third-party terms of use or licenses supersede this Agreement, that third-party license or terms of use will govern Client’s use of that third-party component.

 

23. Personal Data: If Client provides personal data to Enfusion or its Affiliates, Client will take all steps necessary to comply with applicable data privacy regulations applicable to Client’s sharing of personal data with Enfusion or its Affiliates. Enfusion’s secure hosting facilities are backed up on a daily basis. Enfusion represents and warrants that secure hosting facilities it utilizes are subject to the substantially similar confidentiality and data protection requirements Enfusion is subject to under this Agreement. If Client uses certain Enfusion Products, Client’s data may be stored on third-party owned and operated servers. In such instances, Enfusion represents and warrants that such third-parties have protections in place at least as secure as those required by this Agreement and further, Enfusion shall remain liable for any breach of confidentiality by such third-parties.

 

24. No Promotion: Other than expressly stated in this Agreement, nothing in this Agreement grants one Party rights in or rights to use the other Party’s or its Representatives’ name or any trade name, trademark, service mark, symbol, or any abbreviation, contraction, or simulation owned or licensed by the Party or its Affiliates (where appropriate “Enfusion Marks” or “Client Marks” and collectively “Marks”). Neither Party may, without the prior written consent of the other Party in every instance (unless agreed otherwise), discuss the terms of this Agreement or use in external documents (other than investor documents or as described below), advertising, publicity, marketing, or other promotional activities any Marks other Intellectual Property of the other Party or its Representatives. Consent, once given, may be revoked at any time. Notwithstanding anything to the contrary herein, the Parties agree that each Party may publicly announce the nature of this Agreement following its execution. Any press release by one Party shall be notified to the other Party prior to publication. Further, Enfusion may display Client’s logo in connection with its marketing of the Enfusion Products. For the avoidance of doubt, Client may disclose Enfusion’s name and the nature of the relationship between Enfusion and Client to Client’s investors and prospective investors.

 

25. Payment:
    1. Invoice Schedule: Fees, which are described in Section 3 of the Agreement, will be invoiced monthly in arrears. Payment is due thirty (30) calendar days after Client’s receipt of such invoice. Except amounts subject to a good faith dispute, late payments are subject to all reasonable costs of collection, (including reasonable legal fees), and will bear interest at the rate of two (2) percent per month or pro rata thereof until paid in full. If applicable, Client shall be responsible for any international wire fees or any similar payment transfer or processing fee. Further, any fees or outstanding invoices will become due on the effective date of any termination or expiration of this Provided, however, that any invoiced amount not disputed by the Client in writing within thirty (30) days of receiving the invoice shall, absent manifest error, be considered final and binding and no long subject to dispute. Subject to the terms of this Agreement, interest shall be paid by the Client on all disputed invoiced amounts that are resolved in Enfusion’s favor and are unpaid for more than thirty (30) calendar days after date of the invoice.
    2. Applicable Taxes: None of the fees described throughout the Agreement include If Enfusion is required to pay or collect federal, state, local, or value-added tax on fees charged under this Agreement, or other similar sales taxes or excise duties levied by any governmental authority, excluding taxes levied on Enfusion’s net income, such taxes or duties will be billed to and paid by Client in a timely manner upon Client’s receipt of Enfusion’s invoice. Enfusion’s invoice to Client will include a description regarding the taxes or duties charged. Moreover, Client is responsible for all sales tax or Value Added Taxes (VAT) that are applicable to the products and services provided to Client by Enfusion from the date on which Enfusion began providing the product or service. Client’s obligations under this Section will survive the termination or expiration of this Agreement.
    3. Account Hold: Provided that Client does not have any outstanding invoices, Client may, during its implementation period may put its account on hold by written request to Enfusion. Client fees will cease to accrue upon the effective date of the hold period and shall not subsequently begin to accrue until the hold period is terminated, in which case, Client's Implementation period will be extended by the length of the hold period. Client understands and acknowledges that it will not have access to the Enfusion Products and Enfusion will cease providing any services or performing any work, including implementation and data conversion work, during such hold period. To the extent applicable, Client understands and acknowledges that placing a hold on data conversion efforts will require additional fee-bearing catch up activity and may cause delays. Client understands and acknowledges, that in addition to any remaining implementation work needed to be performed that would have otherwise been performed if Client had not put its account on hold, Enfusion will need a

minimum of two (2) weeks to re-initiate work following the end of the hold period.

 

26. Non-Exclusivity and Related Activities: This Agreement is non-exclusive. The Parties understand and acknowledge neither Party is precluded or restricted from providing or receiving any services, whether similar in nature or not, to or from any other entity or Furthermore, unless explicitly stated otherwise, nothing contained herein shall prevent either Party from contracting or entering into any custodial, financial, banking, technological, or brokerage or other arrangement or transaction with either Party’s competitors, Representatives, or any shareholder or beneficiary thereof or any company or entity, any of whose securities are held by or for the account of any of the foregoing or from having interest in any such transactions. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT ENFUSION MAY HAVE RELATIONSHIPS WITH THIRD-PARTIES THAT PROVIDE TECHNOLOGY, DATA, OR OTHER SERVICES TO CLIENT AND THAT ENFUSION MAY RECEIVE ECONOMIC OR OTHER BENEFITS FROM SUCH THIRD-PARTIES.

 

27. Third-Party Data: To the extent Client has access to certain third-party data within the Enfusion Products, the following terms shall apply:
28. 1. Third-Party License: Other than Refinitiv Data, Client will be required to obtain its own data license from any third-party whose data Client uses or accesses within the Software.
    2. Bloomberg Data: Notwithstanding anything to the contrary in this Agreement, Bloomberg data and all use of data provided or made available by Bloomberg or its affiliates shall be governed by the terms and conditions of the separate agreements executed between Bloomberg or its affiliates and Client. This Agreement does not grant Client any rights not granted by Bloomberg or its affiliates with respect to any data or services provided or made available by Bloomberg or its affiliates.
    3. CUSIP Global Services: Notwithstanding anything to the contrary in this Agreement, Client agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein. Any use by Client outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Client agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Client agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

 

Client agrees that Client shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions.  Client further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.

 

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE.  ALL SUCH MATERIALS ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS.  NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY CLIENT FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN.  FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Client agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

1. 4. FinCAD: The Enfusion Producs use FinancialCAD Corporation’s, (“Fincad”) library of functions for portfolio valuation and cash flow calculations.

 

FINCAD SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. NEITHER FINCAD NOR ENFUSION MAKE ANY WARRANTY THAT FINCAD SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT WILL SATISFY CLIENT'S REQUIREMENTS. FINCAD AND ENFUSION DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  NEITHER FINCAD NOR ENFUSION ARE RESPONSIBLE FOR ANY DAMAGES ARISING OUT OF (A) THE USE OF OR INABILITY TO USE THE FINCAD LIBRARY, OR (B) ANY ACTS OR OMISSIONS OF CLIENT. NEITHER ENFUSION NOR FINCAD SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT DAMAGES, OR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. 5. Enfusion Reporting: Client understands and acknowledges that Enfusion may be obligated to report the use of any third-party data by Client to the third-party whose data Client uses within the Software. Accordingly, Enfusion may disclose Client’s entity name, contact information, number of users, and number of instruments received to such relevant data vendors, at the data vendors’ reasonable request and solely as required to fulfill Enfusion’s obligations.

 

28. Miscellaneous:
    1. Entire Agreement: The Agreement, these Terms and Conditions, and each Product T&C hereto constitute the entire agreement between the Parties with respect to its subject matter and (to the extent permissible by law) supersedes all prior representations, writings, negotiations, or understandings with respect to that subject matter. All terms,

conditions and warranties not stated expressly in this Agreement, these Terms and Conditions, and each Product T&C, and which would in the absence of this provision be implied into this Agreement by statute, common law, equity, trade, custom or usage or otherwise, are excluded to the maximum extent permitted by law. Notwithstanding anything to the contrary in this Agreement, these Terms and Conditions and each Product T&C, subsequent to the execution of this Agreement, Client may request additional Enfusion Products provided under any Product T&C. In such instances Client’s authorized Representatives (authorize Representative form to be provided to Client) will e-mail an Enfusion Representative requesting such changes with particularity. Unless the Parties execute a separate agreement, change order, or amendment to the Agreement or relevant Product T&C, an Enfusion Representative will provide Client’s authorized Representative with the expected additional monthly, one-time, or development fees. 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 this Agreement and the relevant Product T&Cs.

1. 2. Waiver and Modification: No waiver of a term of this Agreement will be valid unless in writing and signed by the Party waiving its rights. A forbearance or delay by either Party to enforce its rights under this Agreement will not be construed as a waiver to enforce such rights pertaining to the occurrence in question or all other occurrences. The waiver, by a Party, of a breach of covenant will not be construed as a waiver of a succeeding breach of another covenant. Only a written instrument, executed by authorized Representatives of the Parties hereto, may modify this Agreement. Neither Party nor their Representatives have authority to make verbal or oral modifications or waivers to this Agreement.
   3. Counterparts: This Agreement and every amendment or change order thereto may be executed in counterparts and will not be effective or enforceable until the Agreement, amendment, or change order is signed by an authorized Representative of each relevant entity and in accordance with the Agreement’s, amendment’s, or change order’s stated effective date. Digital and electronic signatures shall have the same effect and force as a “wet signature.”
   4. Severability: If a provision of this Agreement is found to be unenforceable or contrary to law, the provision will be reformed to the minimum extent necessary to correct such invalidity while preserving to the maximum extent, the rights and commercial expectations of the Parties. The remaining portions of this Agreement will remain in full force and effect.
   5. Survival: Any provision of the Agreement (including but not limited to any provision in these General Terms and Conditions and the Product T&Cs) that by its nature, should survive the termination or expiration of this Agreement, such as Sections 1-2, 7, 9, 14-19, 25 or 28, shall survive such termination or expiration of this Agreement.
   6. Relation of the Parties: Enfusion shall perform all services hereunder as an independent contractor and not as an employee or agent of Client. Nothing in this Agreement shall be construed to create or imply an agency relationship, joint venture, co-ownership, or partnership between the Parties, (including between either Party and the other Party’s Representatives), or otherwise be construed as the Parties participating in a joint or common undertaking or further, to allow either Party to create or assume an obligation on behalf of the other Party.
   7. Assignment: Client may not assign this Agreement without Enfusion’s prior written consent. An attempt to assign this Agreement without such consent is void. Consent shall not be unreasonably withheld or   Notwithstanding the foregoing, either Party may assign this Agreement (and the rights or duties described herein) to any of its Affiliates or  pursuant to a Change of Control without the consent of, or prior notice to, the other Party.  This Agreement and shall be binding upon the Parties and their respective legal successors and permitted assigns.
   8. No Solicitation: Enfusion, through its employees or its Affiliate’s employees, is to perform services for Client that require significant skill and training. Enfusion has invested a significant amount of time and resources in qualifying, training, and maintaining its employees and its Affiliates’ employees and therefore has a legitimate interest in preserving its and its Affiliates’ employee base; whereas Client has a significant interest recruiting away Enfusion’s and its Affiliates’ employees that Client interacts with in connection with this Agreement. Therefore, throughout the Term and for a period of six (6) months to commence on the termination of this Agreement, Client must not; directly or indirectly, through any person or entity, or as an agent for any person or entity, or authorize, encourage, suggest, or knowingly approve any person or entity to; employ or cause to be employed, entice, induce, or solicit employment or engagement, in any capacity, any person, Client had contact with during, and who was employed by Enfusion or any of its Affiliates at any time during, the Term. Although there is no geographic restraint, Client understands and acknowledges this non-solicitation provision, in light of the global nature of Enfusion’s business and the Enfusion Products, is narrowly tailored to protect Enfusion’s legitimate interest in maintaining its and its Affiliates’ employee base and the substantial investment it has made in its and its Affiliates’ employees. Nothing in this provision prevents Client or its Representatives from hiring an employee of Enfusion or its Affiliates that applies for employment through a bona fide job advertisement of general circulation.
      1. If Client breaches this Section 28(h), Client shall pay Enfusion an amount equal to the last twelve (12) months’ salary of the applicable individual in recognition of the value of the individual to Enfusion and cost of recruiting and training a replacement. Client agrees that this sum is a genuine pre-estimate of the loss likely to be suffered by Enfusion in these circumstances and is not a penalty.
      2. Enfusion shall be entitled to terminate this Agreement immediately upon notice to Client if Client breaches this Section 28(h).

29. Notice: All notices given under the Agreement shall be in writing and sent to the person and address designated in the Agreement, subject to change by written notice from the changing Party to the other. Notice will be deemed to have been given: (i) upon confirmation when left at the address designated in the Agreement, if delivered personally; (ii) when sent to the recipient by e-mail during the recipient’s normal business hours, and one (1) business day after the date when sent to recipient by e-mail if sent during the recipient’s non-business hours; and (iii) in accordance with tracking and confirmation when sent by certified mail. Notice must be delivered to Enfusion at the following address in addition to the address listed on the Agreement:

Notice to Enfusion Legal:

Enfusion Ltd. LLC 125 S. Clark Street, Suite 750 Chicago, IL 60603 Attn: General Counsel Phone: 312.253.9800 E-mail: Legal@enfusion.com

30. Products: The following are hyperlinks to certain product-specific terms and conditions applicable to specific Enfusion Products (collectively, the “Product T&Cs” and each individually, a “Product T&C”). Client acknowledges and agrees that e Product T&Cs applicable to Enfusion Products purchased or licensed by Client are intended to be attached to, made a part of and are incorporated by reference into this Agreement.  Any conflict between the terms and conditions set forth in any applicable Product T&C and these General Terms and Conditions will be governed by such applicable Product T&C.
    1. Enfusion Visual Analytics. Enfusion Analytics Terms and Conditions
    2. Managed Services. Enfusion Managed Services Terms and Conditions
    3. Software. Enfusion Software Terms and Conditions
    4. Real-time Data. Real-time Data Terms and Conditions

31. Client Access: Client shall be solely responsible, at its own cost, to provide and maintain (a) all hardware and software necessary to access the Enfusion Products, (b) access to the internet with sufficient quality and bandwidth for use of the Enfusion Products, and (c) all other related equipment and services necessary to access and use the Enfusion Products.