Real-time Data Terms and Conditions

 

Effective as of July 1, 2023 (Version 3) | Archived Versions

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

  1. Definitions. All capitalized terms used, but not defined, in these RT T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions. For the purposes of these RT T&Cs, the following terms shall have the following meanings:
    1. “Content” means financial, economic and other information or editorial content made from time-to-time available from Enfusion or a third-party, whether proprietary to Enfusion or third-party information or any compilation, selection and arrangement concerning or derived thereof. Content also includes the foregoing information, whether compiled or provided as computer readable files or copies of databases developed and owned by Enfusion or otherwise licensed to Enfusion by a third-party.
    2. “RT Services” means individually and collectively the services provided to Client under these RT T&Cs.
  1. Termination: Subject to Section 4 of the General Terms and Conditions, either Party may terminate these RT T&Cs at any time for any reason upon thirty (30) calendar days’ prior written notice.
  1. Effect of Termination: Following any expiration or termination of these RT T&Cs: (i) Client shall immediately cease all use of the Content and other intellectual property, proprietary information, and materials granted hereunder, and the license granted in these RT T&Cs shall immediately terminate; and (ii) Client shall expunge the Content and all copies thereof from their respective computer systems, and Client, upon Enfusion’s written request, shall deliver an officer’s certificate stating that all such Content and copies have been destroyed. Upon Enfusion’s request, Client shall grant Enfusion the right to audit computer systems owned or controlled by Client or its Affiliates, during regular business hours upon reasonable advance written notice, to confirm that Client is in compliance with the provisions of this section.
  1. License: Subject to the terms of the Agreement and these RT T&Cs, Enfusion hereby grants to Client a limited, non-exclusive, non-transferable, non-sub licensable right and license to use and display the applicable Content solely for Client’s use of the Enfusion Products. For the avoidance of doubt, nothing in these RT T&Cs grants to Client any ownership rights in any times series database, or historical library of Content or portion thereof that might be maintained or stored by Client or Enfusion. Client further acknowledges and agrees that, except as expressly provided herein, it gains no rights of dissemination to any third-party, and no rights to sublicense to any third-party for redistribution.
  1. Change Notice: Enfusion will use reasonable efforts to notify Client to the extent Enfusion receives written notice from third-party Content providers notifying Enfusion of material changes to the Content, format, medium, or form of delivery of the Content.
  2. Acceptable Use: Client must not and must ensure its Representatives do not:
    1. transfer the Content to tapes, CD-ROM, print, or any other medium except as expressly authorized in these RT T&Cs;
    2. 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;
    3. use the Content for any other purpose than for Client’s internal use and for business purposes only in Client’s business;
    4. use or permit any individual or entity under its control to use the Content for any unlawful or unauthorized purpose;
    5. copy, transfer, distribute, reproduce, reverse engineer, decrypt, decompile, disassemble, create derivative works from or make any part of the Content available to others; however, Client may use Insubstantial Amounts of the Content in the normal conduct of its business for use in reports, memoranda and presentations to Client’s employees, customers, agents and consultants, but Enfusion or its licensors reserve all ownership rights and rights to redistribute the Content. “Insubstantial Amounts of the Content” when used in this provision, means an amount of the Content that (i) has no independent commercial value as a database, (ii) could not be used by Client as a substitute for the Content or any part of it, (iii) is not separately marketed by Client, an Affiliate of Client, or a third-party source, and (iv) is not regularly or systematically retrieved in a manner that does not satisfy clauses (i), (ii) and (iii) of this definition. Enfusion will have the right to require Client to cease its use of the Content immediately if, in the sole reasonable judgment of Enfusion or its licensors, Enfusion or its licensors believe Client’s use involves more than an Insubstantial Amount of the Content. For clarity, Client should never and must ensure none of its Representatives send the Content to any third-party other than as explicitly allowed under these RT T&Cs, and must never send the Content to any third-party platform or service; i.e. the Content may only be used within the Enfusion Software.
  1. Technical Support: Enfusion will provide technical support to Client as reasonably requested at no additional cost.
    1. Phone Support Hours: – From 7:00 PM EST Sunday until 8:00 PM EST Friday. Client recognizes that technical support hours may be affected if Enfusion’s relevant local office is closed for a stock exchange, federal, or statutory holiday. Similarly, Enfusion’s support may be affected by the relevant Content provider’s business hours.
  1. Fees: Client agrees to pay Enfusion the fees (“Fees”) described in the Payment Schedule as set forth in Section 3 of the Agreement. Similarly, Client is responsible for all applicable taxes (other than taxes levied on Enfusion’s net income) and data costs related to these RT T&C’s.
    1. Billing: Client’s monthly fees and any other fees described on the Payment Schedule will begin to accrue on the Effective Date. Client understands and acknowledges that Client’s fees will not be prorated based upon the Effective Date or the effective date of any termination or expiration of these RT T&Cs. 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 longer subject to dispute. Subject to the terms of these RT T&Cs, 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 the date of the invoice.
    1. Exchange & Third-party Fees: Supplier increases to fees for access to Content are not subject to the fee increase restrictions below. If a Supplier increases its fees to Enfusion, Enfusion will increase Client’s monthly fees for access to that Supplier’s data by that amount of the increase and will provide written evidence of such Supplier increase to Client upon Client’s written request. If Client objects to a Supplier-imposed increase, Client may terminate its access to that Supplier’s data by notifying Enfusion in writing within thirty (30) days of Enfusion receiving notice of the fee increase. “Supplier” means any third-party Content supplier applicable under these RT T&Cs. For clarity, Client understands that certain Suppliers may bill Client directly and if not, Enfusion will include a line item on Client’s monthly invoice for such applicable Supplier fees.
    2. Annual Increase: Once per calendar year, on January 1 of that year, Enfusion will have the right to increase Client’s User and Enfusion services fees by the higher of: three (3) percent or the then prevailing twelve (12) month percentage change in the US Consumer Price Index (CPI) for Major Categories, not Seasonally Adjusted, as published by the U.S. Bureau of Labor Statistics at: https://www.bls.gov/cpi/ (the “Applicable CPI“). For the avoidance of doubt, and unless expressly stated otherwise, Client’s Applicable CPI will be based on the point-in-time published rate when Enfusion generates Client’s invoice (e.g., billing monthly in arrears, typically the preceding month’s published rate; so, for a November invoice, the Applicable CPI will be based on the preceding October’s published rate).
    3. Added After Effective Date: Client may have the ability to self-administer, unilaterally increasing or adding to the RT Services that it is receiving under these RT T&Cs and under such circumstances, Client’s monthly invoice will reflect the increased use or changes to RT Services put in place by Client; e.g., if Client is able to and chooses to add users. Under other circumstances where self-administration is not an option, Client may desire to add additional available RT Services after the Effective Date. Unless the Parties enter into a separate written agreement, amendment, or change order, in such instances, Client’s authorized Representative shall e-mail Enfusion’s help desk or implementation team requesting such changes with particularity. The relevant Enfusion Representative will provide Client’s authorized Representative with the expected additional monthly, setup, 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 the Agreement.
  1. Reporting: Client understands and acknowledges that Enfusion is obligated to report the use of any third-party Content by Client to the third-party whose Content Client uses or receives under these RT T&Cs. Accordingly, Enfusion may disclose Client’s entity name, contact information, number of users, and number of instruments received to such relevant Content providers, at the Content provider’s request and as required to fulfill Enfusion’s contractual obligations.
  1. Third-party Content: The Content is provided by third-parties and is subject to certain terms of use. Enfusion has used reasonable efforts to incorporate such third-parties’ terms of use in these RT T&Cs; however, Client agrees to comply with any restriction or condition imposed by such third-parties relating to such third-parties’ Content as notified by Enfusion. Client recognizes that failing to comply with such third-parties’ restrictions or conditions may cause Client’s access to Content under these RT T&Cs to be terminated or restricted.
  1. Warranty Disclaimer: THE RT SERVICES ARE PROVIDED “AS IS.” ENFUSION AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING CONTENT, INCLUDING ANY WARRANTY THAT THE RT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ENFUSION AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, ENFUSION AND ITS LICENSORS DO NOT WARRANT THAT THE RT SERVICES WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO ENFUSION OR LICENSORS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE RT SERVICE. CLIENT ACKNOWLEDGES THAT NOTHING IN THE RT SERVICE CONSTITUTES INVESTMENT ADVICE OF ANY KIND AND THAT THE RT SERVICE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. CLIENT EXPRESSLY AGREES THAT ITS USE OF THE RT SERVICES AT ITS OWN RISK. ACCORDINGLY, ENFUSION AND LICENSORS WILL NOT IN ANY WAY BE LIABLE FOR INACCURACIES, ERRORS, OMISSIONS, DELAYS, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE RT SERVICES. YOU MAY NOT USE ANY PART OF THE RT SERVICES OR CONTEXT (E.G., INDEX VALUES) TO CREATE A FINANCIAL INSTRUMENT OR INDEX, A FINANCIAL INSTRUMENT BASED ON THAT INDEX, OR ANY MUNICIPAL BOND INDEX TO CREATE OR DERIVE PRICES OF BONDS.
  1. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLESS ARISING OUT OF ENFUSION’S OR ITS REPRESENTATIVES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, ENFUSION SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT FOR ANY PROBLEMS IN, OR CAUSED BY, THE CONTENT OR RT SERVICES OR ANY RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOST PROFITS, GOODWILL, USE, OR DATA) EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHERE APPLICABLE NEITHER PARTY SHALL BE HELD LIABLE UNDER THESE RT T&CS FOR MORE THAN THE AMOUNT PAID BY CLIENT TO ENFUSION UNDER THESE RT T&CS DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
  1. Additional Terms:
    1. FactSet:
      1. Client understands and acknowledges that, to the extent Client is receiving Content or RT Services from FactSet under or through these RT T&Cs, FactSet’s “Third Party Terms” found at the following link, shall apply and be binding upon Client. FactSet Third Party Terms:     https://www.factset.com/third-party-terms
      2. Exchange Data Fees: To the extent applicable, Exchange fees will be directly passed through to Client and will be listed on Client’s monthly invoice. Any pricing changes to Exchange fees will be reflected on Client’s monthly invoice, the month the change takes effect.
      3. Additional Users: If Client unilaterally adds additional users or other services, the obligations under these RT T&Cs and the Agreement will be applicable to such additional users and Enfusion will bill Client accordingly.