Axioma Terms and Conditions

Effective as of July 1, 2023 (Version 1)

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these Axioma Terms and Conditions (the “Axioma T&Cs”) to be attached to and incorporated into the Master Services Agreement (the “Agreement”) between the Parties, and to constitute the agreement between the Parties for these Axioma T&Cs that are to be added to the Agreement in the event that Client engages Enfusion to provide the use of the Axioma Materials (as defined herein) and related services. If there is any inconsistency between the terms of the Agreement and these Axioma T&Cs, these Axioma T&Cs shall prevail. The term “Agreement” as used herein shall include these Axioma 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 Axioma T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions.

License: Subject to the terms and conditions of the Agreement and these Axioma T&Cs, Enfusion hereby grants Client, for the specified license period, the limited, nonexclusive, nontransferable, non-assignable right to use the software of Axioma, Inc. (“Axioma”) listed and described in Section 3 of the Agreement, as amended by mutual agreement from time-to-time (the “Axioma Materials”).

Intellectual Property: The Axioma Materials are the sole and exclusive property of Axioma or its third-party data/software suppliers (each a “Vendor”) and are protected by the various applicable intellectual property and other laws of the United States of America and other countries. Axioma or its Vendors own all proprietary rights, including patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Axioma Materials, and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, made to the Axioma Materials, whether made by Axioma or any third party.

The Axioma Materials have been developed, compiled, prepared, revised, selected, and arranged by Axioma and its Vendors through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money, and constitute valuable intellectual property and trade secrets of Axioma and its Vendors. Client agrees to protect the proprietary rights of Axioma and its Vendors in the Axioma Materials during and after the term of this Agreement.
Authorization and Prohibited Use: The Client will not use or permit any individual or entity under its control to use the Axioma Materials or any of their respective component parts for any unlawful or unauthorized purpose. The Client will be responsible for all acts or omissions of any person using the Axioma Materials on its behalf.

Enfusion is a distributor of certain Axioma Materials and does not purport to grant, and Client does not receive, any rights with respect to the Axioma Materials, except as expressly granted under this Agreement. All rights not expressly granted to Client under this Agreement are expressly reserved for Axioma and its Vendors. Client is solely responsible for obtaining all required authorizations from Axioma and its Vendors for Axioma Materials received through the Enfusion Products that require Axioma or Vendor authorization.

Except as permitted under a written agreement with Axioma or its Vendors, as applicable, Client may not copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make any part of the Axioma Materials available to others. Client will use the Axioma Materials solely and exclusively for Client’s internal use in the ordinary course of business. Client agrees to promptly notify Enfusion in the event of any known or suspected unauthorized use of the Axioma Materials or suspected breach of security, and to provide reasonable assistance in remedy of such breach.

Upon termination of this Agreement, Client will cease using all the Axioma Materials and expunge all Axioma Materials from its storage facilities and destroy all documentation, except such copies of data to the extent required by law.

Representations and Warranties: THE AXIOMA MATERIALS ARE PROVIDED ON AN “AS IS” BASIS AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS OR PROMISES HAVE BEEN MADE REGARDING THE MERCHANTABILITY, ORIGINALITY, COMPATIBILITY, ACCURACY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AXIOMA MATERIALS, AND NO WARRANTY IS GIVEN THAT THE AXIOMA MATERIALS WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF OMISSIONS, ERRORS OR DEFECTS. WITHOUT LIMITATION ON THE FOREGOING, THE DATA AND INFORMATION CONTAINED IN THE AXIOMA MATERIALS MAY BE INCOMPLETE OR CONDENSED AND IS FOR INFORMATION PURPOSES ONLY. THE AXIOMA MATERIALS ARE FURNISHED AS PART OF A GENERAL SERVICE, WITHOUT REGARD TO CLIENT’S PARTICULAR CIRCUMSTANCES, AND AXIOMA AND ITS VENDORS SHALL NOT BE LIABLE FOR ANY DAMAGES IN CONNECTION THEREWITH.

Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL AXIOMA, INC., ENFUSION, OR THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (INDIVIDUALLY AND COLLECTIVELY, THE “PROTECTED PARTIES”) BE LIABLE TO CLIENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), ARISING IN CONNECTION WITH THIS CLIENT LICENSE OR USE OF THE AXIOMA MATERIALS. IN ANY CASE, THE ENTIRE COLLECTIVE LIABILITY OF THE PROTECTED PARTIES, AND CLIENT’S EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT, SHALL BE TERMINATION OF THE AXIOMA T&CS.
Confidential Information: “Confidential Information” means any information, other than information that is generally available in the public domain (other than by breach of this Agreement or other confidentiality obligations) obtained under or in connection with this Agreement, and any exhibits or schedules attached hereto, including, the Axioma Materials. Except to the extent required by law or legal process, Client will not disclose any Confidential Information of the Protected Parties or their Vendors to any third party without the prior written consent of the Protected Parties, affording the Protected Parties the opportunity to object.

Not Investment or Legal Advice: CLIENT WILL MAKE ITS OWN INDEPENDENT DECISION TO USE THE AXIOMA MATERIALS, AND CLIENT ACKNOWLEDGES AND AGREES THAT THE AXIOMA MATERIALS WILL NOT SERVE AS EITHER (A) THE PRIMARY BASIS FOR ANY OF THEIR RESPECTIVE INVESTMENT DECISIONS OR (B) LEGAL ADVICE. CLIENT IS SOLELY RESPONSIBLE FOR ANY INVESTMENT OR TRADING DECISIONS CLIENT MAKES WITH RESPECT TO ANY DATA OR INFORMATION PROVIDED IN CONNECTION WITH ANY PART OF THE AXIOMA MATERIALS. THE PROTECTED PARTIES ARE NOT RESPONSIBLE FOR DETERMINING WHETHER ANY TRANSACTION CLIENT MAY ENTER INTO IS SUITABLE, APPROPRIATE OR ADVISABLE. THE PROTECTED PARTIES WILL NOT BE, BY VIRTUE OF PROVIDING THE AXIOMA MATERIALS, AN ADVISOR OR FIDUCIARY FOR CLIENT. THE AXIOMA MATERIALS DO NOT CONSTITUTE LEGAL SERVICES; CLIENT SHOULD CONSULT WITH ITS ATTORNEY FOR ALL LEGAL MATTERS.

Accuracy of Data Sources: Client acknowledges that some or all of the Axioma Materials may be comprised of, rely upon, capture, highlight, reflect, incorporate by reference, or otherwise include data from various sources including but not limited to Client’s administrators, custodians, prime brokers, compliance advisors, Client’s internal data sources, or other data sources (“Client Materials”) contributed to or otherwise published by Client or third parties (such third parties collectively referred to as “Client Contributors”). The Protected Parties shall not be liable for the accuracy of the above sources, in and for the Client Materials provided by Client or Client Contributors. Except as otherwise expressly agreed in a writing signed by the parties: (i) Client acknowledges that some or all of the Axioma Materials may still be under development and may have defects or deficiencies that cannot or will not be corrected by Axioma, its licensors or other suppliers; (ii) The Protected Parties are under no obligation to offer any other services or deliverables to Client and Axioma reserves the right to refrain from offering Client any other services or deliverables; (iii) Axioma reserves the right to alter features, licensing terms, or other characteristics of the Axioma Materials from time to time; and (iv) none of the Protected Parties, the Client Contributors, and their respective licensors and other providers is under any obligation to provide Client with any hard-copy documentation to the Axioma Materials.
Indemnification: Client shall indemnify, protect, fully reimburse, and hold harmless the Protected Parties from and against any and all losses, liabilities, judgments, suits, actions, proceedings, regulatory inquiries, regulatory investigations, claims, damages, costs (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising out of Client’s use of the Axioma Materials, unless caused directly and solely by Axioma or Enfusion’s fraud or willful misconduct. If Client is a broker-dealer, investment manager or investment adviser, Client agrees to indemnify, protect, fully reimburse, and hold harmless the Protected Parties from and against any and all Losses attributable to Losses sustained by Client’s customers that are caused directly or indirectly by Client or Client’s related parties, unless caused directly and solely by Axioma or Enfusion’s fraud or willful misconduct.

Third Parties: Axioma (and its Vendors) are express third-party beneficiaries of this Agreement and shall be entitled to enforce its provisions as fully as if parties hereto. Therefore, Client agrees to comply with the following provisions set forth by Axioma’s Vendors under such heading:

RUSSELL EQUITY INDEXES: Disclaimer: Frank Russell Company (FRC) is the source and owner of the FRC Content Services and all trademarks and copyrights related thereto. This is a USER presentation of the data for recipients who are party to a Russell Equity Indexes Research License Agreement at the appropriate Subscription Level with FRC with respect to this data. The recipient shall comply with all obligations and limitations in such Russell Equity Indexes Research License Agreement with respect to this material. FRC is not responsible for the formatting or configuration of this material or for any inaccuracy in the presentation thereof.

Licenses Required: Russell Equity Indexes Research License Agreement at appropriate subscription level (RLA)

STANDARD & POOR’S COMPUSTAT: Disclaimer: NEITHER AXIOMA, STANDARD & POOR’S, A DIVISION OF THE MCGRAW-HILL COMPANIES, INC. (S&P), THEIR AFFILIATES OR ANY THIRD-PARTY LICENSOR SHALL HAVE ANY LIABILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR SOFTWARE FURNISHED PURSUANT TO THIS ADDENDUM, OR FOR DELAYS, INTERRUPTIONS OR OMISSIONS THEREIN NOR FOR ANY LOST PROFITS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

EITHER AXIOMA, S&P, THEIR AFFILIATES OR THIRD-PARTY LICENSORS HAVE EXCLUSIVE PROPRIETARY RIGHTS IN ANY FORMATION AND SOFTWARE RECEIVED.

CLIENT SHALL NOT USE OR PERMIT ANYONE TO USE THE INFORMATION OR SOFTWARE PROVIDED THROUGH THIS ADDENDUM FOR ANY UNLAWFUL OR UNAUTHORIZED PURPOSE.

CLIENT IS NOT AUTHORIZED OR PERMITTED TO FURNISH SUCH INFORMATION OR SOFTWARE TO ANY PERSON OR FIRM FOR REUSE OR RETRANSMISSION WITHOUT PRIOR WRITTEN APPROVAL OF THE SOURCE OF SUCH INFORMATION OR SOFTWARE.

ACCESS TO THE S&P CONTENT SERVICES IS SUBJECT TO TERMINATION IN THE EVENT THAT ANY AGREEMENT BETWEEN AXIOMA AND A PROVIDER OF INFORMATION OR SOFTWARE DISTRIBUTED THROUGH THIS ADDENDUM IS TERMINATED IN ACCORDANCE WITH ITS TERMS.

Available Content: The S&P Content listed below is allowed for direct display within Axioma Portfolio:

Price to Earnings

One Year Earnings Growth

EBITDA

Dividend Yield

Price to Book

One Year Net Income Growth

Country

Total Debt to Common Equity

Price to Sales

One Year Net Income Growth

Ticker Symbol

Licenses Required: N/A

STANDARD & POOR’S CUSIP DATABASE: Disclaimer: 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, STANDARD & POOR’S CUSIP SERVICE BUREAU (“CSB”) 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 AXIOMA LICENSE AGREEMENT OR THE CLEARING AND SETTLEMENT OF TRANSACTIONS REQUIRES A LICENSE FROM CSB, ALONG WITH AN ASSOCIATED FEE BASED ON USAGE. CLIENT AGREES THAT MISAPPROPRIATION OR MISUSE OF SUCH MATERIALS WILL CAUSE SERIOUS DAMAGE TO CSB AND ABA, AND THAT IN SUCH EVENT MONEY DAMAGES MAY NOT CONSTITUTE SUFFICIENT COMPENSATION TO CSB AND ABA; CONSEQUENTLY, CLIENT AGREES THAT IN THE EVENT OF ANY MISAPPROPRIATION OR MISUSE, CSB AND ABA SHALL HAVE THE RIGHT TO OBTAIN INJUNCTIVE RELIEF IN ADDITION TO ANY OTHER LEGAL OR FINANCIAL REMEDIES TO WHICH CSB 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 CSB.

NEITHER CSB, 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 CSB, 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 CSB, 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, CSB 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.

Licenses Required: CUSIP License
STANDARD & POOR’S GLOBAL INDUSTRY CLASSIFICATION STANDARD (GICS DIRECT): Disclaimer: The Global Industry Classification (GICS®) was developed by and is the exclusive property of Morgan Stanley Capital International Inc. and Standard & Poor’s. GICS is a service mark of MSCI and S&P and has been licensed for use by Axioma, Inc. The Standard & Poor’s GICS History was developed by and is the exclusive property and a service mark of Standard & Poor’s, a division of the McGraw-Hill Companies, Inc (“S&P) and is licensed for use by Axioma, Inc.

Licenses Required: None
TKUSA CONTENT SERVICES: Disclaimer: Client agrees to use the TKUSA Content Services solely via Axioma Portfolio. Such usage shall be limited to Client’s employees for its own internal, lawful purposes. Redistribution to, or use or access by any other person or entity, including, but not limited to, any entity that is not principally owned by Client is expressly prohibited.

Client agrees that TKUSA (including its Content sources) shall have no liability for the accuracy or completeness of the TKUSA Content Services via Licensor’s proprietary application or any delays, interruptions, or omissions therein, and neither TKUSA nor any Content sources shall have any liability in connection with any termination of service (with or without notice).

Client agrees that its arrangement with Licensor for receipt of the TKUSA Content Services is subject to termination without notice in the event that the agreement between Licensor and TKUSA is terminated for any reason.

Client agrees to comply with any conditions, restrictions or limitations imposed by any of the Content sources, including obtaining any applicable written approvals from the appropriate Content sources or, in the absence of such required approval, accept termination of that portion of the Content attributable to any such required approval.

Client acknowledges that the Content sources described in the preceding paragraph may have the right to terminate provision of the Content to TKUSA and Licensor with or without notice and that neither any such Content source, TKUSA nor Licensor shall have any liability in connection therewith.

Licenses Required: N/A
SEDOL INDENTIFIERS: Disclaimer: SEDOL data provided as part of the Content is from the London Stock Exchange’s SEDOL Masterfile. Client may not reproduce and/or extract or re-distribute the SEDOL data other than with the London Stock Exchange’s prior written consent.

Licenses Required: Client is responsible for obtaining the relevant licenses for reproduction and/or extraction or redistribution of the SEDOL data contained within the Products.
GOLDMAN SACHS SHORTFALL MODEL: Disclaimer: Axioma Software as enhanced with the Goldman Sachs Shortfall Model (“Shortfall Model”) generates Shortfall estimates, and such Shortfall estimates may not be identical to Shortfall estimates generated with the Shortfall Model in a different operating environment. Such differences may arise due to processing requirements (e.g., portfolio optimization requirements) of the operating environment. Please contact your Axioma representative for further information.

The Shortfall Model produces information that is additional to, and compiled in a format differing from, that required under applicable regulations to which regulated financial institutions and broker-dealers are subject. Goldman, Sachs & Co. and/or its affiliates (“GS”) have taken reasonable steps to ensure such information and/or formatting (“Materials”), as provided to Axioma, Inc. for use in this product is accurate and complete, but apprise the user that this information and/or formatting is being furnished “AS IS” as a courtesy. GS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE MATERIALS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND NONINFRINGEMENT.

The Materials are not an official report and, as such, GS is not responsible for any errors or omissions. GS does not represent that the Materials are accurate, complete and/or current and does not accept liability for losses or damages arising from use of this information and/or formatting. GS SHALL UNDER NO CIRCUMSTANCES BE HELD LIABLE WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF OPPORTUNITY, BUSINESS DISRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF GS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In the event of any discrepancy between the Materials and the terms set forth in any official confirmation or statement with respect to a particular transaction or transactions, the terms of the official confirmation or statement shall govern.

Licenses Required: CUSIP License

1. TSX INC.: Disclaimer: Client agrees and acknowledges that certain of the “Market Data” (being any information provided through the facilities of TSX Inc. either directly or indirectly) related to: (i) securities or other financial instruments, markets, products or indices; (ii) information, data, services or other content provided by any third party to TSX Inc. for dissemination by TSX Inc. (a “Third Party Contributor”); (iii) any other information, news, data services or content (including order data provided from TSX Inc. and/or any Third Party Contributor; or (iv) any specifications, instructions or materials in connection with the foregoing. The Client covenants for the benefit of TSX Inc. and each Third Party Contributor, that Client shall not make any claim, pursue any action or make any demand against any Third Party Contributor in respect of this Agreement or related to the Market Data irrespective of the cause of such claim, action or demand, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory and, for greater certainty, no Third Party Contributor shall be liable for any loss or damage suffered by Client as a result of any act or failure to act (including willful misconduct or negligence) by such Third Party Contributor, including any direct, indirect, special, incidental or consequential loss, damage, injury, cost or expense, loss of profits or revenue, failure to realize expected profits, revenue or savings or other commercial or economic loss, damage or injury, even if advised of the possibility of same.
  
  CLIENT AGREES THAT THE FOREGOING TERMS AND CONDITIONS SHALL SURVIVE ANY TERMINATION OF ITS RIGHT OF ACCESS TO THE MARKET DATA IDENTIFIED ABOVE.
  
  Licenses Required: Market Data Access and Use Agreement with TSX Inc.
2. MSCI INC.: Disclaimer: CLIENT AGREES AND ACKNOWLEDGES THAT THE DATA ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS. AXIOMA, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA (A) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND (B) EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. “Data” shall mean certain information that is supplied by MSCI Inc. (“MSCI”) to Axioma and furnished to Client under this Agreement as part of the Content.
  
  CLIENT ASSUMES THE ENTIRE RISK OF ANY USE CLIENT MAY MAKE OF THE DATA. IN NO EVENT SHALL AXIOMA, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO CLIENT, OR ANY OTHER THIRD PARTY, FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF THE CLIENT TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF AXIOMA, ANY OF ITS INFORMATION PROVIDERS, OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES.
  
  Client agrees to indemnify and hold harmless MSCI and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in any manner out of the Client’s or any third party’s use of, or inability to use, the Data or any breach by the Client of any provision contained in this Agreement.
  
  Client represents that: (a) it will use the Data for internal purposes and will not redistribute the Data in any form or manner to any third party; (b) it will not use or permit anyone else to use the Data in connection with the creating, managing, advising, writing, trading, marketing or promotion of any securities or financial instruments or products, including, but not limited to, funds, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise or to create any indices (custom or otherwise); (c) it will treat the Data as proprietary to MSCI and acknowledges that MSCI is the sole and exclusive owner of the Data and any trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data; and (d) it will not (i) copy any component of the Data, (ii) alter, modify or adapt any component of the Data, including, but not limited to, translating, decompiling, disassembling, reverse engineering or creating derivative works, or (iii) make any component of the Data available to any other person or organization (including, without limitation, the Client’s present and future parents, subsidiaries or affiliates) directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
  
  Client acknowledges that it assumes the entire risk of using the Data and shall agree to hold MSCI harmless from any claims that may arise in connection with any use of the Data by Client or its permitted affiliates. Client further acknowledges that MSCI may, in its sole and absolute discretion at any time, terminate Client’s right to receive and/or use the Data.
  
  Licenses Required: Client is required to enter into a separate agreement with MSCI.
3. CHINA SECURITIES INDEX COMPANY LIMITED: Disclaimer: Client is allowed to use the “Data” (being equity, bond or fixed interest indices calculated by or on behalf of China Securities Index Company Limited (“CSI”), values of such indices and any data or information derived therefrom or relating thereto that is supplied by CSI to Axioma and furnished to Client under this Agreement as part of the Content) only for its own internal business purposes. Client agrees not to (a) distribute the Data to anyone else, (b) use the Data on behalf of, or for the benefit of, anyone else, (c) use the Data in any way or for any purpose that would require a separate license from CSI or a third party information provider, or (d) use or exploit the Data or services supplied by CSI for the purpose of creating (whether for its own purposes or on behalf of any third party) any financial product or services: (i) the aim of which is to match the performance of any of the Data (including any index or index value forming part of the Data), or (ii) whose capital and/or income value is related to any of the Data (including any index or index value forming part of the Data).
  
  Client is fully aware of the investment risk, and acknowledges that it shall not rely upon the Data to make any investment decisions, and that CSI shall not be liable for any loss suffered by Client due to any delay, interruption, omission, error or any other default of the Data.
  
  Licenses Required: Client is required to enter into a separate agreement with CSI.
4. MOODY’S ANALYTICS, INC.: Disclaimer: ALL DATA, FURNISHED BY AXIOMA PURSUANT TO THIS AGREEMENT ARE PROPRIETARY TO AXIOMA (OR AXIOMA’S LICENSORS) AND ARE SO FURNISHED AT CLIENT’S REQUEST AND FOR CLIENT’S EXCLUSIVE USE. NO DATA SO FURNISHED MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY CLIENT OR ANY OTHER PERSON OR ENTITY, WITHOUT AXIOMA’S PRIOR WRITTEN CONSENT. “Data” shall mean certain ratings, watchlist, valuation, default, recovery and financial information, reports, other opinions and other descriptive information licensed by Moody’s Analytics, Inc. (“Moody’s”) to Axioma and furnished to Client under this Agreement as part of the Content.
  
  Under no circumstances shall Moody’s have any liability to Client or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Moody’s or any of its directors, officers, employees or agents, or licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Data, or (b) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF MOODY’S SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY DATA. Without limiting the foregoing, in no event shall the total liability of Axioma’s licensors in the aggregate to Client arising from this Agreement (based on any cause of action whatsoever) exceed the fees actually paid by Client to Axioma within the twelve (12) months period immediately preceding the date upon which the relevant claim accrued.
  
  Client agrees that misappropriation or misuse of the Data shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, Client agrees that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
  
  Moody’s Investors Services, Inc. (“MIS”) hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for the appraisal and rating services rendered by it fees ranging from $1,500 to $2,400,000. Moody’s Corporation (“MCO”) and its wholly-owned credit rating agency subsidiary, MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody’s website at www.moodys.com under the heading “Shareholder Relations – Corporate Governance – Director and Shareholder Affiliation Policy.”
  
  Licenses Required: N/A
5. FTSE INTERNATIONAL LIMITED: Disclaimer: Client is allowed to use the “Data” (being equity, bond or fixed interest indices calculated by or on behalf of FTSE International Limited (“FTSE”), values of such indices and any data or information derived therefrom or relating thereto that is supplied by FTSE to Axioma and furnished to Client under this Agreement as part of the Content) only for its own internal business purposes. Client agrees not to (a) distribute the Data to anyone else, (b) use the Data on behalf of, or for the benefit of, anyone else, (c) use the Data in any way or for any purpose that would require a separate license from FTSE or a third party information provider, or (d) use or exploit the Data or services supplied by FTSE for the purpose of creating (whether for its own purposes or on behalf of any third party) any financial product or services: (i) the aim of which is to match the performance of any of the Data (including any index or index value forming part of the Data), or (ii) whose capital and/or income value is related to any of the Data (including any index or index value forming part of the Data).
  
  Licenses Required: Client is required to enter into an FTSE Subscriber Agreement with FTSE.
6. STOXX LTD.: Disclaimer: The STOXX® Indices and the data comprised therein (the “Index Data”) are the intellectual property (including registered trademarks) of STOXX Limited, Zurich, Switzerland (“STOXX”) and/or its licensors (the “Licensors”). The use of the Index Data requires a license from STOXX. STOXX and the Licensors do not make any warranties or representations, express or implied with respect to the timeliness, sequence, accuracy, completeness, currentness, merchantability, quality or fitness for any particular purpose of the Index Data. In particular, that the inclusion of a company in a STOXX® Index does not in any way reflect an opinion of STOXX or the Licensors on the merits of that company. The Licensors and STOXX are not providing investment, tax or other professional advice through the publication of the STOXX® Indices or in connection therewith.
  
  Licenses Required: Client is required to enter into a separate license agreement with STOXX.
7. MARKIT GROUP LIMITED: Licenses Required: Client is required to enter into a separate agreement with Markit Group Limited.
8. ENTIS B.V.: Disclaimer: The SDI Classification Information and related business information and documentation (“Entis data“) is provided by Entis, a company vested in the Netherlands. Any and all rights into the Entis Data are owned by and shall remain with Entis and its licensors and the use of Entis Data requires a license. It is strictly prohibited to amend Entis Data and/or to create any derivative works or reverse engineer, decompile, disassemble, re-engineer, or otherwise attempt to discover the source code or the structural framework of the Entis Data. It is not allowed to copy, multiply, reproduce, distribute or change (the content of) Entis Data. Time and frequency of the provision, as well as the substance (i.e. included companies) of Entis Data, are at the sole discretion of Entis and no additional requests can be made in that respect.
  
  Notwithstanding reasonable efforts made by Entis to ensure accuracy of the Entis Data, the Entis Data is provided ‘as is’. Entis does not warrant or represent, express or implied, that the Entis Data is accurate and/or complete, free of errors and/or sufficient and/or useful for its and/or the client’s purpose. Entis does not in any way provide any investment advice or any other advice nor does it intend to do so, and nothing shall constitute or be construed as an offering of (financial) instruments and/or advice or investment recommendations by Entis and the Entis Data does not in any way contain any opinion of Entis in that respect. Entis shall not be liable for any damages caused by the use and/or availability of the Entis Data, unless in case of fraud, willful misconduct or gross negligence. Entis data should be stored in a secure environment. The use of Entis Data is the sole responsibility of the user and user is also liable towards Entis for damages or losses caused by a breach of user’s obligation(s) under the client license agreement. It is obliged to promptly notify Axioma in writing in case of technical errors experienced in relating with Entis Data, also including security breaches, and/or any (possible) complaint, claim for damages and/or other claims by third parties in relation with Entis Data.
  
  Licenses Required: N/A

Fees: Client is responsible for the fees described in the Payment Schedule as set forth in Section 3 of the Agreement, as amended by mutual agreement from time-to-time. Similarly, Client is responsible for all applicable taxes and data costs.
1. Monthly Fees: Unless the Payment Schedule lists an implementation fee, Client’s monthly fees will begin to accrue on the Effective Date (or change order/amendment data if Client adds services under these Axioma T&Cs following the Effective Date). User and Enfusion services fees that Client has contracted for will remain fixed for one (1) year from the Effective Date (or change order/amendment data if Client adds services under these Axioma T&Cs following the Effective Date). Thereafter, once per year, Enfusion will have the right to increase Client’s User and Enfusion services 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.