License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement. B. Each Fund, as applicable, agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 of this Agreement. C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 11 contracts
Samples: Fund Servicing Agreement (Advisor Managed Portfolios), Fund Servicing Agreement (Advisor Managed Portfolios), Fund Servicing Agreement (Advisor Managed Portfolios)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 6 contracts
Samples: Fund Administration Servicing Agreement (Mason Capital Fund Trust), Fund Administration Servicing Agreement (Mason Capital Fund Trust), Partial Fund Administration Servicing Agreement (Madison ETFs Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 6 contracts
Samples: Fund Sub Administration Servicing Agreement (Tidal ETF Trust II), Fund Administration Servicing Agreement (Valkyrie ETF Trust II), Fund Administration Servicing Agreement (SHP ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBFS to each Fund. These Data Providers have required USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit B. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or the Fund to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costsexpenses, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 4 contracts
Samples: Fund Administration Agreement (LifeX Inflation-Protected Income Trust 1948F), Fund Administration Servicing Agreement (Stone Ridge Longevity Risk Premium Fixed Income Trust 80F), Fund Administration Servicing Agreement (Stone Ridge Longevity Risk Premium Fixed Income Trust 68F)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBFS to each Fund. These Data Providers have required USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit B. The Data is being licensed, not sold, to the Fund. The Fund acknowledges and agrees that certain Data Providers may also require the Fund or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 3 contracts
Samples: Master Servicing Agreement (Silver Point Specialty Lending Fund), Sub Administration Servicing Agreement (Brightwood Capital Corp I), Sub Administration Servicing Agreement (Onex Falcon Direct Lending BDC Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by Fund Services to the Fund. These Data Providers have required Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit A. The Data is being licensed, not sold, to the Fund. The provisions in Appendix C shall not have any effect upon Fund acknowledges and agrees that certain Data Providers may also require the standard Fund to enter into an agreement directly with the Data Provider for the use of care and liability Fund Services has set forth in Section 7 of this Agreementthat Data Provider’s Data.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund Services, its information providersData Providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 3 contracts
Samples: Fund Administration Servicing Agreement (Catalyst Strategic Income Opportunities Fund), Fund Administration Servicing Agreement (Denali Structured Return Strategy Fund), Fund Administration Servicing Agreement (Niagara Income Opportunities Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement.
B. Each Fund, as applicable, agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 3 contracts
Samples: Fund Servicing Agreement (Total Fund Solution), Fund Servicing Agreement (Advisors Series Trust), Fund Servicing Agreement (Total Fund Solution)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Administrator acknowledges and agrees that certain Data Providers may also require the Administrator or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Administrator agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustAdministrator’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Administrator of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Administrator agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundAdministrator’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Administrator’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundAdministrator), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundAdministrator’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Administrator further agrees that Xxxxxxxxx shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 3 contracts
Samples: Fund Sub Administration Servicing Agreement (Aristotle Funds Series Trust), Fund Sub Administration Servicing Agreement (Aristotle Funds Series Trust), Fund Sub Administration Servicing Agreement (Aristotle Funds Series Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by Fund Services to each Fund. These Data Providers have required Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 3 contracts
Samples: Fund Administration Servicing Agreement (Tortoise Capital Series Trust), Etf Fund Administration Servicing Agreement (Stone Ridge Trust), Fund Administration Servicing Agreement (Stone Ridge Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. The ); and the related index data services being provided to the Fund Trust by Fund Services pursuant hereto Tidal or the Sub-Administrator (collectively, the “Data”) are being licensedsublicensed, not sold, to the FundTrust. The Trust hereby acknowledges and agrees with the provisions set forth on Exhibit B hereto. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services Tidal has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, agrees to The Trust shall indemnify and hold harmless Fund ServicesTidal, the Sub-Administrator, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third partya Fund’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services Tidal as set forth in Section 7 6 of this Agreement.
C. Fund Services Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreementherein. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Tidal ETF Trust II), Fund Administration Servicing Agreement (Tidal ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries subsidiaries, and their respective directors, officers, employees employees, and agents from and against any third party claims, and any associated losses, damages, liabilities, costs costs, and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates affiliates, and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Partial Fund Administration Servicing Agreement (SP Funds Trust), Partial Fund Administration Servicing Agreement (SP Funds Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services . USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Cushing ETF Trust), Fund Administration Servicing Agreement (Cushing ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bxxxxxxxx shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Fund Sub Administration Servicing Agreement (Tidal Trust II), Fund Administration Servicing Agreement (Volatility Shares Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Fund Administration Servicing Agreement (Siren ETF Trust), Fund Administration Servicing Agreement (Siren ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Appendix A. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix C A shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund The Trust shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party, except as may otherwise be expressly agreed to by the Data Provider. • Each Fund shall represent that it The Trust will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund The Trust shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSETthe Data Provider. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the Data Provider is the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it The Trust will not, except as expressly permitted under this Agreement, 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 Trust’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. • Each Fund The Trust shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund The Trust shall acknowledge that it assumes assume the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET the Data Providers harmless from any claims that may arise in connection with any use of the Data by the FundTrust. • Each Fund shall acknowledge The Trust acknowledges that MSCI or S&P or FACTSET the Data Providers may, in its their sole and absolute discretion and at any time, terminate Fund ServicesUSBGFS’ right to receive and/or use the Data. • Each Fund shall acknowledge The Trust acknowledges and agrees that MSCI, S&P and FACTSET the Data Providers are third party beneficiaries of the Customer Agreement agreements between S&P, MSCI, FACTSET the Data Providers and Fund ServicesUSBGFS with respect to the provision of the Data, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICESUSBGFS, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICESUSBGFS, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICESUSBGFS, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, 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 THISAPPENDIX THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICESUSBGFS, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 2 contracts
Samples: Fund Servicing Agreement (ETF Managers Trust), Fund Servicing Agreement (ETF Managers Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBGFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit A. The index data services being provided to the Fund by Fund Services USBGFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit A shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Ellington Income Opportunities Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Innovator ETFs Trust II)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Company by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundCompany. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Company agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustCompany’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Company of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services . C USBFS has entered into agreements with Bloomberg Finance L.P. LP. (“"Bloomberg”") to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the this Agreement. Each FundAccordingly, as applicable, the Company agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of the Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s Company's internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s the Company's request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundCompany), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s Company's receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Company further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the this Agreement solely with respect to the foregoing provisions (a) – (ea)-(e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (RBB Fund, Inc.)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements an agreement with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, and any other third party identified to the Fund as being involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents (such information providers and other third parties, collectively, “Data Providers”) from and against any third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Angel Oak Dynamic Financial Strategies Income Term Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth agreed to in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (North Square Investments Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Monetta Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the RuleRule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Service Agreement (Mairs & Power Funds Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit C. The Data is being licensed, not sold, to the Fund. The Trust acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix Exhibit C shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Tema ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBGFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit 1. The index data services being provided to the Fund Trust by Fund Services USBGFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit 1 shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Sub Administration Servicing Agreement (Strategic Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust on behalf of its Funds by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (North Capital Funds Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under Rule 30b1-9 under the Rule1940 Act, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the this Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portalportal without the written consent of USBFS and Bloomberg, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of the Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Trust for Credit Unions)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Company by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundCompany. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Company agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustCompany’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Company of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Company agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Company’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundCompany), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Company further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Provident Mutual Funds, Inc.)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit B. The Data is being licensed, not sold, to the Fund. The provisions in Appendix C shall not have any effect upon Fund acknowledges and agrees that certain Data Providers may also require the standard Fund to enter into an agreement directly with the Data Provider for the use of care and liability Fund Services has set forth in Section 7 of this Agreementthat Data Provider’s Data.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund Services, USBGFS and its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (KKR Credit Opportunities Portfolio)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement.
B. Each Fund, as applicable, agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX THIS APPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Servicing Agreement (Trust for Professional Managers)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Systems, Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Pacific Global ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. B. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Appendix B to Schedule II - Fund Administration Services · The Trust shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund · The Trust shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund · The Trust shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund · The Trust shall represent that it will not, except as expressly permitted under this Agreement, 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 Trust’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. • Each Fund · The Trust shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund · The Trust shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the FundTrust. • Each Fund · The Trust shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund · The Trust shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICESFund Services, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICESFund Services, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICESFund Services, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, 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 THISAPPENDIX THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICESFund Services, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. B. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund ● The Trust shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund ● The Trust shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund ● The Trust shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund ● The Trust shall represent that it will not, except as expressly permitted under this Agreement, 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 Trust’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. • Each Fund ● The Trust shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund ● The Trust shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the FundTrust. • Each Fund ● The Trust shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund ● The Trust shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "“AS IS" ” BASIS. FUND SERVICESFund Services, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICESFund Services, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICESFund Services, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, 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 THISAPPENDIX THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICESFund Services, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements an agreement with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit B shall not have any effect affect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund Services, its information providers, and any other third party identified to the Fund as being involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents (such information providers and other third parties, collectively, “Data Providers”) from and against any third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Tortoise Essential Assets Income Term Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), ) and FactSet Research Systems Systems, Inc. (“FACTSET”) which obligate obligates Fund Services to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit B. The index data services being provided to the Fund Trust by Fund Services pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the FundTrust. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Trust agrees to indemnify and hold harmless Fund Services, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by arising in and any manner out of the Trust’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust of any provision contained in this Agreement regarding the DataAgreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Trust agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundTrust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a Fundthe Trust’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundTrust), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundTrust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Trust further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – — (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Pacific Global ETF Trust)
License of Data; Warranty; Termination of Rights. A. Fund Services USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBGFS to the Fund. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit B. The Data is being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBGFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBGFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the Trust’s or any third partyFund’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBGFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portalportal without the written consent of USBFGS and Bloomberg, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-third party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Chestnut Street Exchange Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit A. The index data services being provided to the Fund by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit A shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the applicable Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (AlphaCentric Prime Meridian Income Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services obligates USBFS to include a list of required provisions in this Agreement attached hereto as Appendix C. Exhibit A. The index data services being provided to the Fund by Fund Services USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Appendix C Exhibit A shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, The Fund agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to arising in and any manner out of the extent caused by the TrustFund’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Fund of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 6 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, The Fund agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Fund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a the Fund’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the Fund), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Fund’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each Fund, as applicable, The Fund further agrees that Xxxxxxxxx Bloomberg shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. • Each Fund shall represent that it will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it will treat the Data as proprietary to MSCI, S&P and FACTSET. Further, the Trust shall acknowledge that MSCI, S&P and FACTSET are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it will not, except as expressly permitted under this Agreement, (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 the Data available to any other person or organization (including, without limitation, the Trust’s present and future parents, subsidiaries or affiliates), for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement. • Each Fund shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund shall acknowledge that it assumes the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET harmless from any claims that may arise in connection with any use of the Data by the Fund. • Each Fund shall acknowledge that MSCI or S&P or FACTSET may, in its sole and absolute discretion and at any time, terminate Fund Services’ right to receive and/or use the Data. • Each Fund shall acknowledge that MSCI, S&P and FACTSET are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET and Fund Services, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICES, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICES, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICES, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, OR ANY OTHER THIRD PARTY, FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THISAPPENDIX OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICES, 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. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENT, AND PERTAINS SOLELY TO THE DATA.
Appears in 1 contract
Samples: Fund Administration Servicing Agreement (Ellington Income Opportunities Fund)
License of Data; Warranty; Termination of Rights. A. Fund Services USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor’s Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, and FactSet Research Systems Inc. (“FACTSET”) which obligate Fund Services ICE to include a list of required provisions in this Agreement attached hereto as Appendix C. The index provide data services being provided to the Fund by Fund Services pursuant hereto that may include, without limitation, index returns and pricing information (collectively, the “Data”) are to facilitate the services provided by USBFS to each Fund. These Data Providers have required USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit B. The Data is being licensed, not sold, to the Fund. The Company acknowledges and agrees that certain Data Providers may also require the Company or one or more Funds to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Appendix C Exhibit B shall not have any effect upon the standard of care and liability Fund Services USBFS has set forth in Section 7 6 of this Agreement.
B. Each Fund, as applicable, agrees to indemnify and hold harmless Fund ServicesUSBFS, its information providers, 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 third party claims, and any associated losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, to the extent caused by the TrustCompany’s or any third party’s use of, or inability to use, the Data or any material breach by the Trust Company of any provision contained in this Agreement regarding the Data. The immediately preceding sentence shall not have any effect upon the standard of care and liability of Fund Services USBFS as set forth in Section 7 of this Agreement.
C. Fund Services USBFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use in or in connection with the reporting requirements under the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires certain provisions to be included in the Agreement. Each Fund, as applicable, agrees that it shall (a) comply with all laws, rules and regulations applicable to accessing and using the N-PORT Data, (b) not extract the N-PORT Data from the view-only portal, (c) not use the N-PORT Data for any purpose independent of complying with the requirements of Rule 30b1-9 (which prohibition shall include, for the avoidance of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the FundCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at a FundCompany’s request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by the FundCompany), (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the FundCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). Each FundCompany, as applicable, further agrees that Xxxxxxxxx shall be a third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • Each Fund The Company shall represent that it will use the Data solely for internal purposes and will not redistribute the Data in any form or manner to any third party. , except as may otherwise be expressly agreed to by the Data Provider • Each Fund shall represent that it The Company will not use or permit anyone else to use the Data in connection with creating, managing, advising, writing, trading, marketing or promoting 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). • Each Fund shall represent that it The Company will treat the Data as proprietary to MSCI, S&P and FACTSETthe Data Provider. Further, the Trust Company shall acknowledge that MSCI, S&P and FACTSET the Data Provider are the sole and exclusive owners of the Data and all trade secrets, copyrights, trademarks and other intellectual property rights in or to the Data. • Each Fund shall represent that it The Company will not, except as expressly permitted under this Agreement, 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 TrustCompany’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. • Each Fund The Company shall be obligated to reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • Each Fund The Company shall acknowledge that it assumes assume the entire risk of using the Data and shall agree to hold MSCI or S&P or FACTSET the Data Provider harmless from any claims that may arise in connection with any use of the Data by the FundCompany. • Each Fund shall acknowledge The Company acknowledges that MSCI or S&P or FACTSET the Data Provider may, in its sole and absolute discretion and at any time, terminate Fund ServicesUSBFS’ right to receive and/or use the Data. • Each Fund shall acknowledge The Company acknowledges that MSCI, S&P and FACTSET the Data Provider are third party beneficiaries of the Customer Agreement between S&P, MSCI, FACTSET the Data Provider and Fund ServicesUSBFS, entitled to enforce all provisions of such agreement relating to the Data. • THE DATA IS PROVIDED TO THE TRUST ON AN "AS IS" BASIS. FUND SERVICESUSBFS, ITS INFORMATION PROVIDERS, AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA 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). FUND SERVICESUSBFS, ITS INFORMATION PROVIDERS AND ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. • THE TRUST ASSUMES THE ENTIRE RISK OF ANY USE THE TRUST MAY MAKE OF THE DATA. IN NO EVENT SHALL FUND SERVICESUSBFS, ITS INFORMATION PROVIDERS OR ANY THIRD PARTY INVOLVED IN OR RELATED TO THE MAKING OR COMPILING OF THE DATA, BE LIABLE TO THE TRUST, 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 THISAPPENDIX THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF FUND SERVICESUSBFS, 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.
I. Services and Duties of USBFS
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Company’s or Fund’s investment adviser.
(2) For each valuation date, obtain prices from a pricing source approved by the board of trustees of the Company (the “Board of Trustees”) and apply those prices to the portfolio positions. THIS PARAGRAPH SHALL NOT MODIFY THE RISK ALLOCATION PROVISIONS UNDER SECTION 7 OF THE AGREEMENTFor those securities where market quotations are not readily available, AND PERTAINS SOLELY TO THE DATAthe Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities.
(3) Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.
(4) Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.
(5) On a daily basis, reconcile portfolio holdings and cash of the Company and each Fund with the Company’s and Fund’s custodian and sub-custodian (if applicable) and or/ prime brokerage account(s).
(6) Transmit a copy of the portfolio valuation to the Company’s or Fund’s investment adviser daily.
(7) Review the impact of current day’s activity on a per share basis, and review changes in market value.
B. Expense Accrual and Payment Services:
(1) For each valuation date, monitor the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount.
(2) Process and record payments for Fund expenses.
(3) Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Company.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Company’s transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Fund.
(3) Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.
(4) Maintain a general xxxxxx and other accounts, books, and financial records for the Fund.
(5) Determine the net asset value of the Company and Fund according to the accounting policies and procedures set forth in the Company’s and Fund's current prospectus.
(6) Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.
(7) Communicate to the Company, at an agreed upon time, the per share net asset value for each valuation date.
(8) Prepare monthly reconciliations of sub-ledger reports to month-end ledger balances.
Appears in 1 contract
