Third-Party Terms and Conditions

Effective as of July 1, 2023 (Version 1)

Enfusion and Client (each a “Party” and collectively, the “Parties”) intend for these Third-Party Terms and Conditions (the “Third Party T&Cs”) to be attached to and incorporated into the Master Services Agreement (the “Agreement”) between the Parties, and are passthrough terms that apply to the Enfusion Products. If there is any inconsistency between the terms of the Agreement and these Third Party T&Cs, these Third Party T&Cs shall prevail. The term “Agreement” as used herein shall include these Third Party 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.

Definitions. All capitalized terms used, but not defined, in these Third Party T&Cs shall have the meanings given in the Agreement and the General Terms and Conditions.

Third-Party Platforms: Certain Enfusion Products, such as Enfusion Analytics, may be hosted on third-party platforms or will be subject to third-party terms of use (e.g., Google BigQuery and InetSoft). To the limited extent such third-party terms of use or licenses supersede this Agreement, such third-party license or terms of use will govern Client’s use of that third-party component.

Third-Party Data: 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, Client understands, acknowledges, and agrees that Enfusion may need to disclose Client’s contact information and usage information to third-party data providers whose data Client uses within the Enfusion Products, as required in order for Enfusion to fulfill its contractual obligations with such data providers.

Third-Party Data Provider Terms: The following third-party data providers 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 under each such applicable heading:
1. 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.
2. Chicago Mercantile Exchange Inc. (“CME”) Term SOFR: Non-Display Use: Should Client choose to use CME Term SOFR Information beyond display use only, Client must also separately enter into an Information License Agreement (“ILA”) with the Chicago Mercantile Exchange Inc. (“CME”). For more information, please contact both CME Data Licensing and CME Data Sales at (Note: Client must email both addresses):
  
  CME Data Licensing – DataLicensing@cmegroup.com
  
  CME Data Sales – CMEDataSales@cmegroup.com
  
  Term SOFR Information: By Client availing itself of access to CME Term SOFR Information, Client acknowledges, understands, and agrees that Client:
  
  (A) must not redistribute CME Term SOFR Information;
  
  (B) must not misrepresent CME Term SOFR Information or deface or remove any trademarks transmitted with CME Term SOFR Information;
  
  (C) must not use CME Term SOFR Information for any illegal purpose;
  
  (D) must not use CME Term SOFR Information for any purpose outside of (i) display use only or (ii) the terms of the ILA (and any associated schedules) Client enters into with CME (if applicable);
  
  (E) must not use the CME Term SOFR Information or any portion thereof in the creation, settlement or maintenance of any derivative work (including but not limited to financial products, indexes, quotes, spot prices, curves, surfaces, contracts for difference (CFDs) and other leveraged products, indicative optimized portfolio values (IOPV), net asset value (NAV), or analytical reference figures or values calculated from CME Term SOFR Information for purposes of fund administration and portfolio management services, risk management services or valuation services based on the CME Term SOFR Information) unless Client is licensed to do so by CME;
  
  (F) must recognize CME’s intellectual property rights in CME Term SOFR Information;
  
  (G) must, if requested by its Enfusion Account Manager or another Enfusion Representative, maintain all requested records and provide all requested information so to ensure Enfusion meets its record-keeping, reporting and payment obligations to CME;
  
  (H) must, if requested by its Enfusion Account Manager or another Enfusion Representative, maintain complete and accurate books and records, relating to all access to and use of, CME Term SOFR Information for the most recent five (5) year period;
  
  (I) must allow CME (or any auditors acting on behalf of CME) to audit Client’s records and use of CME Term SOFR Information;
  
  (J) shall obtain and provide any consent that may be required under all applicable laws, including the EU’s General Data Protection Regulation, as may be needed for CME or any auditors acting on behalf of CME to review and receive Personal Data, including but not limited to Personal Data pertaining to Client, where requested by CME for purposes of verifying or ensuring compliance with Enfusion’s obligations to CME or where requested by regulatory authority or pursuant to a valid court order, subpoena, or other legal instrument;
  
  (K) agrees that in addition to any other remedy, Enfusion may immediately suspend or terminate distribution of CME Term SOFR Information to Client if Enfusion has reason to suspect noncompliance with any of the terms required by this section or if Enfusion is required by CME to do so for any reason;
  
  (L) shall not distribute or permit distribution of CME Term SOFR Information to any entity located in any country subject to comprehensive sanctions by the Office of Foreign Assets Control and/or identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List;
  
  (M) acknowledges and agrees that to the maximum extent permitted by law, no CME Group entity nor any of their respective officers, directors, members, employees, agents, consultants or licensors shall have any liability to Client or any other third party arising from use of CME Term SOFR Information; and
  
  (N) acknowledges and agrees that CME is a third-party beneficiary to the terms of the Third Party T&Cs, is entitled to the rights and benefits hereunder, and may enforce the provisions hereunder directly against Client as if CME were a party hereto.
  
  CME Legend: The market data is the property of Chicago Mercantile Exchange Inc. or it’s licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange Inc.
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.
4. FinCAD: The Enfusion Products 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.
5. Copp Clark Holiday Data Service: The Enfusion Products use Copp Clark Limited’s (“Copp Clark”) Holiday Data Service for information on market holidays, trading hours and early closings.
  
  Copp Clark takes every effort to ensure the accuracy of the information in its products, Services and calendar data. Holidays and observances in the online Services are subject to change without notice. In cases where it is not informed in time, comprehensive analysis of historical data is applied. Dates for holiday observances and bank closings are determined in a number of ways, including by correspondence with officials at the relevant agencies in each jurisdiction. Copp Clark assumes no responsibility for inaccuracies. The information in its products, Services and calendar data are not intended to provide investment or financial advice and should not be relied on as such.
  
  COPP CLARK OR ENFUSION MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO COPP CLARK’S SITE OR ITS CONTENTS, DATA OR ITS SERVICES, WHICH ARE PROVIDED FOR USE “AS IS”. COPP CLARK LIMITED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEB SITE WITH WHICH IT IS LINKED. COPP CLARK ALSO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER THE INFORMATION ACCESSIBLE VIA THE SITE, OR ANY WEB SITE WITH WHICH IT IS LINKED, IS ACCURATE, COMPLETE, OR CURRENT. It is Client’s responsibility to evaluate the accuracy and completeness of all information, opinions, calendar data and other material on the site or any web site with which it is linked.
6. ICE Data Services: Notwithstanding anything to the contrary, the following provisions shall apply to Client’s use of any data provided, or originating from, ICE Data Services (“ICE Services”).
  
  (A) ICE DATA SERVICES AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER AND SHALL HAVE NO LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY ERRORS, OMISSIONS OR MALFUNCTIONS IN THE ICE SERVICES.
  
  (B) Client acknowledges that the ICE Services are intended for use by institutional investors, registered brokers, professionals and others of similar sophistication and experience.
  
  (C) Client accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of any of the ICE Services, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable securities law.
  
  (D) Client shall indemnify ICE Data Services and its suppliers against and hold ICE Data Services harmless from any and all losses, damages, liability, costs, including attorney’s fees, resulting directly or indirectly from any claim or demand against ICE Data Services or its suppliers by a third party arising out of or related to any ICE Services received by Client, or any data, information, service, report, analysis or publication derived therefrom. Neither ICE Data Services nor its suppliers shall be liable for any claim or demand against Client by a third party.
  
  (E) ICE Data Services and its third party suppliers shall constitute third party beneficiaries hereunder.
  
  (F) Unless otherwise agreed to in writing, the data in the ICE Services may be used by Client solely for Client’s internal use and benefit within the Enfusion Products. Use of the data expressly excludes, without limitation, the following, unless express prior authorization, in writing, by ICE Data Services:
  - Use to create or assist in the creation of any index;
  - Use for fund valuation purposes, including but not limited to, fund accounting, net asset value and indicative net asset value calculations;
  - Use in the construction of a security master or cross-reference database;
  - Further dissemination in any form to any other third party; use of the data for a joint venture to which Client is a party;
  - Use in replacement of any data received by Client directly or indirectly from ICE Data Services under any other agreements Client may have with ICE Data Services, or another third party service provider or distributor whereby Client receives ICE Data Services’ data or information; and
  - Use of in the construction of data, products or services that may compete with data, products or services available from ICE Data Services and/or its affiliates.
  (G) Client agrees to keep complete and accurate books, records and related documentation concerning the use of the ICE Data Services’ data. ICE Data Services and/or its third party suppliers, either directly or through a third party independent auditor, are hereby granted the right to (i) audit and examine, upon reasonable notice, Client’s books, records and applicable computer equipment, devices, components, transmission equipment and software used by Client in connection with the installation, maintenance, accessing, delivery, transmission, reception, retrieval or use by Client of the ICE Data Services’ data, and (ii) observe, upon reasonable notice, operations conducted by Client relating to the use of the data. This right will be exercised by ICE Data Services not more than once during any twelve (12) month period pursuant to any reasonable security or confidentiality provisions at Client’s request. For the avoidance of doubt, Enfusion may conduct such audit on behalf of ICE Data Services in the event such Client is misusing ICE Data Services’ data.

1. London Stock Exchange Group (LSEG) SEDOL Identifier: Notwithstanding anything to the contrary, by using LSEG SEDOL Identifier information, Client acknowledges and agrees to the following:
  
  (A) Client may not reproduce and/or extract or redistribute Exchange (as defined herein) data, other than with the prior written consent of the London Stock Exchange plc (the “Exchange”). Enfusion shall notify the Exchange promptly if it becomes aware of any breach by the Client of the foregoing.
  
  (B) For the avoidance of doubt, Client is responsible for obtaining the relevant licenses for reproduction and/or extraction or redistribution of Exchange data contained within the Enfusion Products.
  
  (C) Enfusion shall provide the Exchange with a report, annually, detailing that Client is receiving Exchange data, and any other information the Exchange requires regarding the distribution of Exchange data to Client. Additionally, Exchange (including its agents and employees) may, at reasonable times and upon reasonable notice, inspect and/or be granted access to Client accounts, records and other documents (in both hard copy and machine readable form) relating to the receipt or re-distribution of Exchange data. The Exchange may take copies or extracts of the aforementioned documentation.
2. IHS Markit: Notwithstanding anything to the contrary, by using IHS Markit services and/or data, Client acknowledges and agrees to the following:
  
  (A) Client will use IHS Markit services and data in compliance with its agreement(s) with IHS Markit.
  
  (B) Unless expressly authorized by IHS Markit, Client shall not use any IHS Markit Services or data in connection with designing, creating, improving, providing, administering, calculating, pricing or otherwise supporting any index or other financial product or service (including any algorithm, model, mapping service, benchmark, index, identifier, instrument, reference data, pricing service, valuation service, any other analytics or any trading platform or pre- or post-trade servicing platform or to store or create a historical database thereof).
  
  IHS Markit Legend and Disclaimers: Neither IHS Markit, its affiliates nor any third party data or service provider makes any warranty, express or implied, as to the accuracy, completeness or timeliness of the data contained in the IHS Markit services nor as to the results to be obtained by recipients of the data. Neither IHS Markit, its Affiliates nor any third party data or service provider shall in any way be liable to any recipient of the data for any inaccuracies, errors or omissions in the IHS Markit data, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom.
  
  Opinions, estimates and projections in any IHS Markit report do not reflect the opinions of IHS Markit or its affiliates. IHS Markit has no obligation to update, modify or amend any report or to otherwise notify a reader thereof in the event that any matter stated therein, or any opinion, projection, forecast or estimate set forth therein, changes or subsequently becomes inaccurate.
  
  Without limiting the foregoing, neither IHS Markit, its affiliates nor any third party data or service provider shall have any liability whatsoever to Client, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by Client as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined by you or any third party, whether or not based on the data, content, information or materials contained in the IHS Markit service.
  
  All intellectual property and other proprietary rights comprised in the IHS Markit data are and shall be the exclusive property of IHS Markit.
  
  Except as otherwise permitted by IHS Markit in writing, the IHS Markit data is made available to Client under the condition that Client shall (a) only be allowed to use the IHS Markit data internally in the ordinary course of its business; (b) not use any IHS Markit data to create books of records or for position level valuation purposes; (c) not redistribute, transfer, sub-license, rent, lend, transmit, sell, resell, re-circulate, repackage, lease, publish or otherwise redistribute or make available, any of the IHS Markit data, and (d) not use the IHS Markit data in connection with designing, creating, improving, developing, providing, administering, calculating, pricing or otherwise supporting any database, index, risk, performance or other analytics or other financial product or service (including without limitation any model, algorithm, identifier, reference data, pricing or valuation service or any trading platform or pre- or post-trade servicing platform or to store or create a historical database thereof).
3. Exchange Data International: Client acknowledges that, although Exchange Data International Ltd (“EDI”) has used its diligent efforts to ensure the accuracy, completeness, timeliness and correct sequencing of the global equity corporate action announcements to be used in data validation (the “EDI Data”), Client agrees that neither EDI nor EDI’s third-party software, EDI Data or service provider, nor Enfusion shall have any liability whatsoever for the accuracy, completeness, timeliness or correct sequencing of such EDI Data or information, or for any decision made or action taken by Client in reliance on such EDI Data. EDI warrants that it will exercise reasonable skill and care in the provision of its services. All other implied warranties, conditions and terms, be they implied by statute or law or otherwise are excluded to the fullest extent permitted by law.
  
  Except arising out of EDI’s breach of confidentiality obligations associated with an audit, no Party shall be liable for any special, indirect or consequential loss suffered by another Party. No Party shall be liable to another party for any loss of profits, loss of business, loss of data, loss of contracts, loss of savings, loss of use or any other economic loss. Any limitation of liability set forth in this subsection shall not apply either so as to restrict or limit a Party’s liability for death or personal injury caused by its negligence, or where to do so would be contrary to applicable law. No Party shall have liability to any other Party for claims which are made by a Party more than two years after the date of termination of the Services Agreement between EDI and Enfusion.
  
  EDI and/or its suppliers own all right, title and interest in and to the EDI Data, other software, hardware and other technology used in connection with EDI’s provision of its services, including all worldwide intellectual property rights therein. The EDI Data is protected by copyright. For the avoidance of doubt, nothing in this subsection is intended to transfer or grant ownership rights or any other intellectual property rights in any Client confidential information or other intellectual property to EDI.
  
  Client agrees not to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit such EDI Data and information in any manner without EDI’s express consent, nor to use such EDI Data or information for any unlawful purpose or for any purpose contrary to the terms herein or the terms of any other separate agreement which EDI has made known and provided to Client (the “EDI Prohibited Purposes”). Notwithstanding the foregoing or anything to the contrary in this subsection, Client may use the EDI Data as a reference to compare and verify data within Client’s system provided by a third-party.
  
  Client should be aware that certain of the services provided may contain SEDOL data, and that the use of such services may require Client to hold a License from the London Stock Exchange. Further details regarding the terms of such licenses may be found at the London Stock Exchange website: http://www.londonstockexchange.com
  
  Nothing herein shall be construed as granting to Client a license or any other right under any patents, trademark, trade secret, or copyright which EDI may have or obtain relating to its software or the information, except as expressly provided herein.
  
  No redistribution of any price data provided by the Johannesburg Stock Exchange is permitted unless a redistribution contract is signed with the Johannesburg Stock Exchange. EDI may require proof of this contract.
4. SIX Financial Information: Client acknowledges and agrees that neither Enfusion nor SIX Financial Information USA Inc. (“SIX”) provide any legal, compliance, financial, investment, tax or other advice and that the selection, use and interpretation of the financial market data, reference data, event data, historical prices, economic reports, feeds and other materials (together, “SIX Services”) supplied by SIX requires professional competence. It is Client’s responsibility to familiarize itself with any applicable laws and regulations.
  
  Neither Enfusion nor SIX is responsible for Client’s use of the SIX Services or any results achieved, recommendations or forecasts made, opinions expressed, actions performed or measures taken in reliance on the SIX Services, including any legal compliance, financial, investment, tax or risk management decision. The use of the SIX Services is at Client’s sole risk.
  
  Client acknowledges and agrees that:
  
  (i) The transmission of the Services may be effected by way of unprotected public or telecommunications facilities (including the internet) operated by third parties; and
  
  (ii) SIX uses various technologies, including email and third party cloud-based services to store documents, communication and information and to exchange them with Enfusion and Client.
  
  All warranties, representations, undertakings or guarantees implied by law, including warranties or other terms as to the sufficiency, suitability, merchantability, security or fitness for any particular purpose of the SIX Services, are excluded to the maximum extent permitted by applicable laws. SIX does not warrant, represent, undertake and guarantee that the SIX Services will be free of errors, inaccuracies, omissions, interruptions or delays. The SIX Services are provided “as is” without any warranty of any kind.
5. Refinitiv: Notwithstanding anything to the contrary, by using Refinitiv US LLC (“Refinitiv”) services and/or data, Client acknowledges and agrees to the following:
  
  Limited License. Together with Refinitiv’s licensors, Refinitiv maintains all ownership, tangible or intangible, of its products, services, and data. Client may access, view, install, use, copy, modify, and distribute Refinitiv’s property only as expressly specified herein and each of Refinitiv, Enfusion and Client shall at all times act in accordance with applicable laws, rules, regulations, export controls and economic sanctions that apply.
  
  Usage Information. Refinitiv may collect information related to Client’s use of its products, services, and data. Refinitiv may use this information to test, develop, and improve its products and services and to protect and enforce its rights, and may pass this information to its third party providers for the same purposes.
  
  Limitations. Unless otherwise expressly permitted herein, Client may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer Refinitiv’s property in whole or in part, or as a component of any other product, service or material; (ii) use Refinitiv’s property or its third party providers’ property to create any derivative works or competitive products; or (iii) allow any third parties to access, use or benefit from Refinitiv’s property in any way. Exercising legal rights that cannot be limited by agreement is not precluded.
  
  Information Services. i) In the ordinary course of Client’s business and for Client’s internal business purposes only Client may view, use, download and print data from Refinitiv’s information services for individual use and may on an infrequent, irregular and ad hoc basis, distribute limited extracts of Refinitiv’s data that have no independent commercial value and could not be used as a substitute for any service (or a substantial part of it) provided by Refinitiv, its affiliates or its third party providers. Refinitiv and the third party content provider, if applicable, must be cited and credited as the source where data is permitted to be used or distributed. Copyright notices must be retained on transmitted or printed items. ii) Client may also distribute Refinitiv’s data: i) to authorized users; ii) to government and regulatory authorities, if specifically requested; and iii) to third party advisors, limited to the extent required.
  
  Data Privacy. Each of Refinitiv, Enfusion and Client will, at all times, process, collect, and disclose personally identifiable information processed as part of the services or in connection with the use of Refinitiv services (PII) in accordance with legislation relating to an individual’s right to privacy with respect to the processing of PII which is applicable to a party from time to time (“Data Protection Legislation”). When using the services or accessing Refinitiv’s systems or any other information held by Refinitiv, Client shall not input, upload, maintain or disclose any irrelevant or unnecessary information about individuals. Each of Refinitiv, Enfusion and Client will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to the unauthorized or unlawful destruction, loss, alteration, disclosure or access to PII. Each of Refinitiv, Enfusion and Client will maintain and will require all third party data processors each of us engages to maintain, appropriate physical, technical and organizational measures to protect PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access. If Refinitiv is required by Data Protection Legislation to include privacy terms with Client, Refinitiv will notify Client of additional data privacy terms from time to time. Refinitiv acknowledges and agrees that these additional data privacy terms shall apply in addition to these terms herein and form an Annex to this Agreement and/or are set out at https://www.refinitiv.com/en/policies/privacyinformation.
  
  WARRANTIES AND DISCLAIMERS:
  
  a)LIMITED WARRANTY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, REFINITIV DOES NOT WARRANT OR REPRESENT THAT THE PRODUCTS OR SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED.
  
  b)INFORMATION. REFINITIV’S INFORMATION PRODUCTS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
  
  c)SOFTWARE. REFINITIV WARRANTS ITS SOFTWARE PRODUCTS WILL CONFORM TO ITS DOCUMENTATION FOR 90 DAYS AFTER DELIVERY. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM REFINITIV AND REPLACE ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS.
  
  d)DISCLAIMER. CLIENT IS SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF ANY PRODUCTS OR SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE PRODUCTS OR SERVICES. IN NO EVENT SHALL REFINITIV OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY.
  
  e)NO ADVICE. REFINITIV IS NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL AND ANY OTHER PROFESSIONAL ADVICE BY ALLOWING CLIENT TO ACCESS AND USE ITS PRODUCTS, SERVICES OR DATA. CLIENT’S DECISIONS MADE IN RELIANCE ON THE PRODUCTS OR SERVICES OR CLIENT’S INTERPRETATIONS OF REFINITIV’S DATA ARE CLIENT’S OWN FOR WHICH CLIENT HAS FULL RESPONSIBILITY.