Common use of Service Data Clause in Contracts

Service Data. Service Provider may provide Funds with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Funds may include a limited amount of Service Data (a) in fund performance reports sent to its Funds relating to their actual investments and to its prospective Funds, (b) in registration statements and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds will permit Data Suppliers and their affiliates reasonable access to audit Funds’ use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds relating to Funds’ receipt or use of the data. 5.7.2 If the Funds engage a subadvisor to help manage certain of its Funds, then, upon consent of Service Provider, such Funds may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Funds must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. 5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to the Funds’ use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds shall, within a reasonable period of time following receipt, comply with such Policies. A Data Supplier may amend the Policies, without notice, from time to time but the Funds shall not be required to comply until after a reasonable time following receipt of such amended Policies. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ receipt of its data for any or no reason with or without notice; and (y) require Funds to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider shall use reasonable efforts to implement alternative sources for Service Data, subject to the Change Control Process. The Funds shall cooperate in good faith to permit Service Provider to replace the adversely affected Services. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Funds. 5.7.8 The Funds shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

Appears in 2 contracts

Samples: Fund Accounting and Compliance Services Agreement (Cavanal Hill Funds), Fund Accounting and Compliance Services Agreement (Cavanal Hill Funds)

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Service Data. Service Provider may provide Funds Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally by the Client and its Affiliates (except, that Funds Client and its Affiliates may include a limited amount of Service Data (a) in fund Fund performance reports sent to its Funds a Fund’s Shareholders relating to their a Fund’s actual investments and to its a Fund’s prospective FundsShareholders, (b) in registration statements Offering Documents and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds Client will permit Data Suppliers and their affiliates reasonable access to audit Funds’ Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds Client relating to Funds’ Client’s receipt or use of the data. 5.7.2 Client Distribution of Data to an Unaffiliated Subadvisor: If the Funds engage Client engages a subadvisor (that is not an Affiliate of the Client) to help manage certain of its the Funds, then, upon consent of Service Provider, such Funds Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Funds Client must enter into a written agreement with subadvisor which requires the subadvisor to agree: that (a) Subadvisor will only use the Service Data solely to verify the NAV calculation and not for any other purpose; and, (b) agree to the provisions set forth in clauses (i)-(vii)-(v) of clause Section 5.7.1 above. 5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to the Funds’ Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds shall, within a reasonable period of time following receipt, Client shall comply with such Policies. A Data Supplier may amend the Policies, without notice, from time to time but the Funds shall not be required to comply until after a reasonable time following receipt of such amended Policiestime. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ Client’s receipt of its data for any or no reason with or without notice; and (y) require Funds Client to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider Parties shall use reasonable efforts work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process. The Funds shall cooperate in good faith to permit Service Provider to replace the adversely affected Services. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the FundsClient. 5.7.8 The Funds Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement. 5.7.9 If Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.

Appears in 1 contract

Samples: Sub Administration Services Agreement (HSBC Funds)

Service Data. Service Provider may provide Funds Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally internally, including for providing reports to the Clients board of trustees (except, that Funds Client may include a limited amount of Service Data (a) in fund performance reports sent to its Funds clients relating to their actual investments and to its prospective Fundsclients, (b) in registration statements Offering Documents and marketing materials, and (c) in order to fulfil fulfill a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds Client will permit Data Suppliers and their affiliates reasonable access to audit Funds’ Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds Client relating to Funds’ Client’s receipt or use of the data. 5.7.2 If the Funds engage Client engages a subadvisor to help manage certain of its Fundsfunds, then, upon consent of Service Provider, such Funds Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Funds Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. 5.7.3 In addition to the foregoing, a Data Supplier may specify specify, by providing the Client with advance written notice, other terms or limitations applicable to the Funds’ Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds shall, within a reasonable period of time following receipt, Client shall comply with such Data Supplier Policies. A Data Supplier may amend the Data Supplier Policies, without notice, from time to time but time; provided that the Funds Client shall not be required to comply responsible for compliance with such amended Data Supplier Policies until after it has received written notice of such policies and had a reasonable amount of time following receipt of to act on such amended Policiesamendments. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ Client’s receipt of its data for any or no reason with or without notice; and (y) require Funds Client to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider Parties shall use reasonable efforts work cooperatively and in good faith to implement mutually agreed upon alternative sources for Service Data, subject to the Change Control Process. The Funds shall cooperate in good faith to permit Service Provider to replace the adversely affected Services. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds Client in respect of Service Data used by the Service Provider to provide the Services, and, subject to Service Provider’s requirement to use reasonable care in the selection and continued appointment of Agents, neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the FundsClient. 5.7.8 The Funds Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

Appears in 1 contract

Samples: Services Agreement (2023 ETF Series Trust)

Service Data. Service Provider may provide Funds Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally internally, including reports to the Client’s board of trustees (except, that Funds Client may include a limited amount of Service Data (a) in fund performance reports sent to its Funds clients relating to their actual investments and to its prospective Fundsclients, (b) in registration statements prospectuses and marketing materials, and (c) in order to fulfil fulfill a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds will permit Data Suppliers and their affiliates reasonable access to audit Funds’ use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this AgreementSection 5.7.1.; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds Client relating to Funds’ Client’s receipt or use of the data. 5.7.2 If the Funds engage a Client engages an unaffiliated subadvisor to help manage certain of its Fundsfunds, then, upon consent of Service Provider, such Funds Client may distribute the Data Supplier’s Service Data to such unaffiliated subadvisor; provided, however, that Funds Client must enter into a written agreement with unaffiliated subadvisor which that requires the unaffiliated subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. Client may distribute the Data Supplier’s Service Data to affiliated subadvisors engaged to help manage its funds to the extent necessary and for use in relation to the management of the funds. 5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to the Funds’ Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds shall, within a reasonable period of time following receipt, Client shall comply with such Policies. A Data Supplier may amend terms or limitations as communicated by the Policies, without notice, from time to time but the Funds shall not be required to comply until after a reasonable time following receipt of such amended PoliciesService Provider. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ Client’s receipt of its data for any or no reason with or without notice; and (y) require Funds Client to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider Parties shall use reasonable efforts work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process. The Funds shall cooperate in good faith to permit Service Provider to replace the adversely affected ServicesData on mutually agreed terms. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the FundsClient. 5.7.8 The Funds Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

Appears in 1 contract

Samples: Services Agreement (Nushares ETF Trust)

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Service Data. Service Provider may provide Funds Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Funds Client may include a limited amount of Service Data (a) in fund performance reports sent to its Funds clients relating to their actual investments and to its prospective Fundsclients, (b) in registration statements prospectuses and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds Client will permit Data Suppliers and their affiliates reasonable access to audit Funds’ Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds Client relating to Funds’ Client’s receipt or use of the data. 5.7.2 If the Funds engage Client engages a subadvisor to help manage certain of its Fundsfunds, then, upon consent of Service Provider, which consent shall not be unreasonably withheld, such Funds Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Funds Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. 5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to the Funds’ Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds shall, within a reasonable period of time following receipt, Client shall comply with such Policies. A Data Supplier may amend the Policies, without notice, from time to time but the Funds shall not be required to comply until after a reasonable time following receipt of such amended Policiestime. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ Client’s receipt of its data for any or no reason with or without notice; and (y) require Funds Client to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider Parties shall use reasonable efforts work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process. The Funds shall cooperate in good faith to permit Service Provider to replace the adversely affected Services. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the FundsClient. 5.7.8 The Funds Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

Appears in 1 contract

Samples: Services Agreement (Emles Trust)

Service Data. Service Provider may provide Funds Client with pricing and other data (“Service Data”) licensed from third party suppliers, including various exchanges (collectively, “Data Suppliers”). 5.7.1 Accordingly, the Funds Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Funds Client may include a limited amount of Service Data (a) in fund performance reports sent to its Funds clients relating to their actual investments and to its prospective Fundsclients, (b) in registration statements and marketing materials, and (c) in order to fulfil a legal or regulatory requirement); (ii) no other external distribution of Service Data beyond that in clause (i) is permitted; (iii) Funds Client will permit Data Suppliers and their affiliates reasonable access to audit Funds’ Client’s use of data sourced from Data Suppliers; (iv) the Data Suppliers and their affiliates shall be third-party beneficiaries of this Agreement; and, (v) the Data Suppliers and their affiliates have no liability or responsibility to Funds Client relating to Funds’ Client’s receipt or use of the data. 5.7.2 If the Funds engage Client engages a subadvisor to help manage certain of its Fundsfunds, then, upon consent of Service Provider, such Funds Client may distribute the Data Supplier’s Service Data to such subadvisor; provided, however, that Funds Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above. 5.7.3 In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to the Funds’ Client’s use of their data (including Data Supplier policies (the “Data Supplier Policies”)) and Funds Client shall, within a reasonable period of time following receipt, comply with such Policies. A Data Supplier may amend the Policies, without notice, from time to time but the Funds Client shall not be required to comply until after a reasonable time following receipt of such amended Policies. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Funds’ Client’s receipt of its data for any or no reason with or without notice; and (y) require Funds Client to enter into an agreement with it directly as a condition of your receipt of its data. 5.7.4 The termination of a license agreement allowing Service Provider to provide the Service Data or of the Funds’ Client’s rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Service Provider shall use reasonable efforts to implement alternative sources for Service Data, subject to the Change Control Process. The Funds Client shall cooperate in good faith to permit Service Provider to replace the adversely affected Services. 5.7.5 Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider. 5.7.6 Data Suppliers shall have no liability whatsoever to the Funds Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider. 5.7.7 No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the FundsClient. 5.7.8 The Funds Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

Appears in 1 contract

Samples: Sub Administration Services Agreement (Cavanal Hill Funds)

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