Software Terms and Conditions

 

Effective as of March 8, 2021 (Version 1)

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these Software Terms and Conditions (the “Software 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 Software T&Cs to be added to the Agreement in the event that Client engages Enfusion to provide the use of Enfusion’s Software (as defined herein) and related services. If there is any inconsistency between the terms of the Agreement and these Software T&Cs, these Software T&Cs shall prevail. The term “Agreement” as used herein shall include these Software 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 Software T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions.

1. Definitions. All capitalized terms used, but not defined, in these Software T&Cs shall have the meanings given in the Terms and Conditions. For the purposes of these Software T&Cs, the following terms shall have the following meanings:
   1. “Acknowledgement” means notice to Client, via e-mail or telephone, acknowledging Enfusion’s receipt of the problem as reported and the determined problem severity level.
   2. “Full User” means a Software license user with direct system access; i.e. the ability to modify Trades, orders, prices, and journal entries within the Software.
   3. “Open Position” means the total open quantity of a single instrument, held within a single account, owned by a single entity.
   4. “Read-Only User” means a Software license user with read-only system access.
   5. “Registered User” means any of Client’s Full User and Read-Only User For clarity Registered Users will be assigned to individual Client Representatives.
   6. “Resolution” means Enfusion providing, as appropriate, one of the following to Client: i) an existing correction; ii) a new correction; iii) a viable detour, work around, or temporary patch; or, iv) where the correction is temporary, a plan to finally correct the problem.
   7. “Software” means Enfusion’s software application, which incorporates all computer programs, source code, object code, and data files in addition to all information, documentation, and tangible embodiments thereof, utilized, developed, purchased, or licensed by Enfusion and provided to or used by Client in connection with these Software T&Cs, including without limitation any upgrades, revisions, releases, or error corrections developed subsequent to the Effective Date. For clarity, the Software does not include Client’s Confidential Information. For clarity, the Software is a multi-asset class “Portfolio Management System” that integrates several aspects of the investment cycle. The Software’s capabilities include order routing, real-time Trade capture and storage, a compliance engine, portfolio monitoring and rebalancing, valuation and risk management, Trade and position reconciliation, and a general ledger.
   8. “Status Reports” means communications from Enfusion to Client, via e-mail or phone, regarding the status of the problem.
   9. “Trade” “Trade” as it pertains to exchange-traded products, means the aggregate fills of a particular order, on the same day, of the same financial instrument, transacted through the same broker. “Trade” as it pertains to over-the-counter products, means a bilateral agreement made outside of a securities exchange, entered into on a particular day, which specifies the terms of settlement for a financial instrument or set of instruments.

2. License: Subject to the terms and conditions of the Agreement and these Software T&Cs, Enfusion hereby grants Client and its Affiliates a non-exclusive, non-transferable (except as otherwise explicitly permitted by the Agreement or these Software T&Cs), non-sublicensable, non-assignable (except as otherwise explicitly permitted by the Agreement or these Software T&Cs), worldwide license to use, access, store data within, and benefit from the Software in accordance with the terms and conditions of the Agreement and these Software T&Cs. Client will not take any action in derogation of the Intellectual Property rights of Enfusion, its Representatives, or its licensors in the Software. Client shall at all times remain compliant with, and shall not use the Software in violation of, any relevant law, rule, or regulation. Unless explicitly stated otherwise in the Agreement or change order, Client’s termination rights under this Software T&Cs shall follow Client’s termination rights described in the General Terms and Conditions.

3. Registered Users: Enfusion will add Registered Users to the system within one (1) business day of the Parties agreeing in writing to add such Registered User. The fees for the new Registered User(s) will be reflected on the invoice for the month in which the user(s) was added, prorated accordingly. Unless part of a package and provided that Client remains continuously in compliance with its minimum Full User requirement, Client may terminate Registered Users for any reason, with no less than thirty (30) calendar days’ prior written notice to Enfusion. If such notice period extends into the subsequent month, Client’s monthly fees for the relevant Registered User(s) will be prorated accordingly. For the avoidance of doubt, as opposed to terminating a User license, Client may restrict or prohibit a specific Registered User’s access by Client’s written request to Enfusion.

4. Minimum Full User Requirement: Unless the Minimum Full User Table found on the Agreement states otherwise, Client must comply with certain minimum Full User requirements determined by Client’s then-current Assets under Management, (“AUM”) being serviced by the Software. Client’s AUM will be reviewed on a quarterly basis. If a new threshold has been met. If a new threshold is met, the minimum Full User adjustment will be reflected in Client’s monthly invoice for the first month of the new quarter.

5. Training:
   1. Remote Training: Enfusion will provide remote training for Software use, to Client’s Registered Users, as reasonably requested by Client at no additional cost.
   2. On-site Training: On-site training is available for a fee of two hundred fifty ($250 USD) US Dollars per hour. In addition to the aforementioned hourly fee rate, Client shall be responsible for any prior-notified expenses related to the on-site training, such as travel and lodging expenses. Note: the listed hourly rate is consistent with Enfusion’s generally offered on-site training rate as of the Effective Date. Client recognizes that the rate may change from time-to-time in accordance with Enfusion’s generally offered on-site training rate or as necessary to account for exceptional requests. Any change in Enfusion’s hourly rate will be communicated to Client before any work commences. Enfusion reserves the right to deny any on-site training request.

6. Technical Support: Enfusion will provide technical support to Client in accordance with the following:
   1. Phone Support Hours: – From 5:30 PM EST Sunday until 8:00 PM EST Friday. Client recognizes that phone support hours may be affected if Enfusion’s relevant local office is closed for a stock exchange, federal, or statutory holiday.

1. 2. Emergency Support: Enfusion will provide Client with an emergency telephone number for use when resolving technical issues arising outside of Enfusion’s phone support hours, on a weekend, or when a local office is closed for holiday.
   3. E-mail Support: Enfusion will provide E-mail based technical support in accordance with Enfusion’s holiday and emergency support practices.
   4. Third-party Support: Technical support will not be provided by a party other than Enfusion or its Affiliates without Enfusion’s prior written notice to Client.

7. Error Correction: Enfusion will use its commercially reasonable efforts to correct reproducible errors in the Software, and to assist Client in resolving operational issues pertaining to Client’s use of the Software. Enfusion and Client shall work jointly to classify the priority of an error; however, Enfusion, acting reasonably, will make the final classification determination. Enfusion will provide error correction and assistance according to the schedule below.

Priority	Description	Acknowledgement	Status Reports	Resolution
Severity Level One (1)	Catastrophic product, module, or operational failures without a viable work around.	One (1) business hour	Every three (3) business hours	One (1) business day
Severity Level Two (2)	Substantiated defects that are a serious inconvenience to the end-user.	Four (4) business hours	One (1) business day	Two (2) business days
Severity Level Three (3)	All defects the end-user can easily avoid or work around.	Two (2) business days	As applicable	Ten (10)  business days

8. Downtime: Client’s use of, and access to, the Software will be continuous except for reasonable interruptions due to scheduled maintenance, including regularly scheduled maintenance which occurs on Saturdays generally between 8:00 AM and 11:00 AM EST, or downtime beyond Enfusion’s reasonable control described in the Agreement’s Catastrophic Events Section.

9. 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 Software 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 Software 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.
   2. Interfaces & Optional Services: Client may elect to add optional services, such as interfaces or API If an interface or optional service requires new development, Client will be responsible for a one-time development fee, which will be communicated to and approved by Client before any work commences. Optional services requested after the Effective Date will be added in accordance with Section 11(d) of these Software T&Cs. For clarity, if an interface is live at any time during a month, Client will be billed the full monthly interface fee for such interface, even if Client adds or removes the interface after month-start or prior to month-end.
   3. Sponsored Development: If the Software does not have desired functionality, Enfusion may, in its sole discretion, choose to develop the functionality and make it available as Software Alternatively, Client may desire to sponsor such development. Prior to commencing sponsored development, an Enfusion Representative will provide Client’s authorized Representative with the expected development fees. Unless the Parties enter into a separate written agreement, amendment, or change order, Client’s authorized Representative will then approve or deny the additional fee via e-mail. Once Client’s consent is provided the fee will become binding upon Client and treated as if part of the Agreement. Enfusion reserves the right to deny any Client sponsored development request. Further, Enfusion will retain all ownership and Intellectual Property rights to new software developed by Enfusion (or its Representatives) and is free to share the enhancements with its other clients without restrictions or prior authorization.
   4. Added After Effective Date: Following the Effective Date (or change order/amendment data if Client adds services under these Software T&Cs following the Effective Date), Client may desire to add Registered Users, interfaces, sponsored development, or other optional services. 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. Unless the Parties enter into a separate written agreement, amendment, or change order, Client’s authorized Representative will then approve or deny the additional fee(s) via e-mail. Once Client’s consent is provided the additional fee(s) will become binding upon Client and treated as if part of the Agreement. Enfusion reserves the right to deny any Client request.

10. Application Programming Interface (“API”): If Client contracts to obtain access to an Enfusion’s API, Client’s usage will be subject to pre-set daily pull limits. In addition to such use limits, Enfusion shall have the right to temporarily suspend or restrict (manually or automatically) Client’s use of the API in the event Client’s use at the time of the suspension or restriction is reasonably expected to cause harm to, or deteriorate performance of, the Software. The foregoing suspension or restriction will be to the minimum extent and minimum duration required to prevent such harm or deteriorated performance.

11. Daily Trades & Open Positions: Client is initially approved to execute five hundred (500) Trades daily and maintain up to five hundred (500) Open Positions. Trades will be stored within the Software without limitation.