Common use of License of Data; Warranty; Termination of Rights Clause in Contracts

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 3 contracts

Sources: Fund Servicing Agreement (Thrive Series Trust), Fund Servicing Agreement (Two Roads Shared Trust), Fund Servicing Agreement (NB Asset-Based Credit Fund)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. C. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust agrees to indemnify and hold harmless USBGFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 6 of this Agreement. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg B▇▇▇▇▇▇▇▇ shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 2 contracts

Sources: Fund Sub Administration Servicing Agreement (Tidal Trust II), Fund Administration Servicing Agreement (Volatility Shares Trust)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. Appendix A. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D Appendix A shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust agrees to indemnify and hold harmless USBGFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 6 of this Agreement. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). • The Trust shall 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. • 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). • The Trust shall will treat the Data as proprietary to the Data Provider. Further, the Trust shall acknowledge that 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. • The Trust will 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. • The Trust shall reproduce on all permitted copies of the Data all copyright, proprietary rights and restrictive legends appearing on the Data. • The Trust shall assume the entire risk of using the Data and shall agree to hold the Data Providers harmless from any claims that may arise in connection with any use of the Data by the Trust. • The Trust acknowledges that the Data Providers may, in their sole and absolute discretion and at any time, terminate USBGFS’ right to receive and/or use the Data. • The Trust acknowledges and agrees that the Data Providers are third party beneficiaries of the agreements between the Data Providers and USBGFS 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. USBGFS, 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). USBGFS, 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 USBGFS, 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 THIS AGREEMENT OR THE INABILITY OF THE TRUST TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF USBGFS, 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.

Appears in 2 contracts

Sources: Fund Servicing Agreement (ETF Managers Trust), Fund Servicing Agreement (ETF Managers Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Tocqueville Funds by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustTocqueville Funds. The Trust has Tocqueville Funds have a limited license to use the Data only for purposes necessary for to valuing each the Tocqueville Fund’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust does Tocqueville Funds do not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Tocqueville Fund’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges Tocqueville Funds acknowledge the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST TOCQUEVILLE FUNDS HEREBY ACCEPTS ACCEPT THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Tocqueville Funds if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Tocqueville Funds if USBGFS USBFS reasonably believes that the Fund is Tocqueville Funds are using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundTocqueville Funds. USBGFS USBFS will provide notice to the Fund Tocqueville Funds of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 2 contracts

Sources: Fund Accounting Servicing Agreement (Tocqueville Trust), Fund Accounting Servicing Agreement (Tocqueville Alexis Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary reporting to regulatory bodies and valuing the Trust’s assets (including, for avoidance of doubt, calculations ancillary to valuing each Fundthe Trust’s assets and making any required creation of Trust reporting relating thereto for internal and external distribution) (the “License”). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical databasedatabase that is applied to accounts other than those within the Trust. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 2 contracts

Sources: Fund Accounting Servicing Agreement (Oaktree Funds), Fund Accounting Servicing Agreement (Oaktree Funds)

License of Data; Warranty; Termination of Rights. a. USBGFS A. Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth on Exhibit C hereto. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS Tidal has set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSTidal, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Tidal as set forth in Section 10 6 of this Agreement. e. USBGFS C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 2 contracts

Sources: Fund Administration Servicing Agreement (Tidal Trust III), Fund Administration Servicing Agreement (Impact Shares Trust I)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each Fundthe Trust. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. C. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fundthe Trust’s assets and assets, making any required reporting relating thereto thereto, and maintaining appropriate records, including those required to document fund performance (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Trust if USBGFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the FundTrust. USBGFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the this Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the this Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 2 contracts

Sources: Fund Servicing Agreement (Privacore VPC Asset Backed Credit Fund), Fund Servicing Agreement (Rockefeller Municipal Opportunities Fund)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information each Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Each Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets assets, reporting to the Trust’s affiliates and making any required parent company, and reporting relating thereto to regulatory bodies (the “License”). The Trust does Trusts do not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. A Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Each Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. THE B. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA.Execution Copy c. USBGFS C. USBFS may stop supplying some or all Data to the Fund a Trust if USBGFSUSBFSData Providers suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund a Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFSUSBFSData Providers suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The D. USBFS represents and warrants to each Trust agrees to indemnify that the services and/or Data and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Trust’s or use of the services and/or Data does not and shall not infringe upon any intellectual property rights of any third party’s use of, and there is currently no actual or inability to use, threatened suit against USBFS by any third party based on an alleged violation of such intellectual property rights. This warranty shall survive the Data expiration or any 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 USBGFS as set forth in Section 10 termination of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Eagle Series Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS A. USBFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS USBFS to each Fund. These Data Providers have required USBGFS USBFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. B. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D B shall not have any effect upon the standard of care and liability USBGFS USBFS has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the B. The Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFSUSBFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costsexpenses, as incurred, arising in and any manner out of the TrustFund’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS USBFS as set forth in Section 10 6 of this Agreement. e. USBGFS C. 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 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Agreement (Stone Ridge Trust VIII)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns the Fund and pricing information MVCFS by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is being licensed, not sold, to the TrustFund and MVCFS. The Trust has Fund and MVCFS have a limited license to use the Data only for purposes necessary for to valuing each Fund’s assets the Fund and making any required MVCFS’ assets, reporting relating thereto to regulatory bodies and the Board of Directors (the “License”). The Trust does Fund and MVCFS do not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Fund and MVCFS’ right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care Fund and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges MVCFS acknowledge the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST FUND AND MVCFS HEREBY ACCEPTS ACCEPT THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund or MVCFS if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund and MVCFS if USBGFS USBFS reasonably believes that the Fund is or MVCFS are using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundFund and MVCFS. USBGFS USBFS will provide notice to the Fund and MVCFS of any termination of provision of Data as soon as reasonably possible, but no later than the next calculated net asset value. d. The Trust agrees to indemnify D. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as responsibilities set forth in Section 10 two (2) of this Agreement. e. 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 Rule 30b1-9, including preparation performing tolerance checks, reviewing the current day’s activities on a per-share basis and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included reviewing changes in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)market value.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (MVC Capital, Inc.)

License of Data; Warranty; Termination of Rights. a. USBGFS A. Tidal hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Poors Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth in Exhibit C attached hereto. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has of Tidal as set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSTidal, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Tidal as set forth in Section 10 6 of this Agreement. e. USBGFS C. 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 Rule 30b1-9of the Funds, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (SP Funds Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies Technologies, to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each Fundthe Company. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. C. The Data is being licensed, not sold, to the TrustCompany. The Trust Company has a limited license to use the Data only for purposes necessary for valuing each Fundthe Company’s assets and making any required reporting relating thereto (the “License”). The Trust Company does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Company acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Company to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Company acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST COMPANY OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund Company if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Company if USBGFS reasonably believes that the Fund Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the FundCompany. USBGFS will provide notice to the Fund Company of any termination of provision of Data as soon as reasonably possible. d. The Trust Company agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the TrustCompany’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Servicing Agreement (Remora Capital Corp)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information each Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Each Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets assets, reporting to the Trust’s affiliates and making any required parent company, and reporting relating thereto to regulatory bodies (the “License”). The Trust does Trusts do not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. A Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Each Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. THE B. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund a Trust if USBGFSUSBFSData Providers suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund a Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFSUSBFSData Providers suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The D. USBFS represents and warrants to each Trust agrees to indemnify that the services and/or Data and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Trust’s or use of the services and/or Data does not and shall not infringe upon any intellectual property rights of any third party’s use of, and there is currently no actual or inability to use, threatened suit against USBFS by any third party based on an alleged violation of such intellectual property rights. This warranty shall survive the Data expiration or any 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 USBGFS as set forth in Section 10 termination of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Eagle Series Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Poor’s Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies Technologies, to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical databaseAgreement. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 employees, and agents from and against any claims, losses, damages, liabilities, costs costs, and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Trust’s request, a mutually agreed agreed-upon third third-party auditor (provided that the costs of an audit by a third party shall be borne by the Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (ea)–(e).

Appears in 1 contract

Sources: Fund Servicing Agreement (Tortoise Capital Series Trust)

License of Data; Warranty; Termination of Rights. a. A. The valuation information and evaluations being provided to the Fund by USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Fund. For the avoidance of doubt, Data does not include information constituting any Fund’s books and records required by the 1940 Act and rules thereunder maintained by Fund Services on behalf of the Trust or provided by Fund Services to the Trust. The Trust Fund has a limited license to use the Data only for purposes necessary for to valuing each the Fund’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust Fund does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Fund’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. C. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers suppliers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers suppliers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees possible and will take all reasonable and appropriate action to indemnify and hold harmless USBGFS, its Data Providers, and mitigate any other third party involved in or potential harm related to the making or compiling any termination of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Sprott Funds Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Fund by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustFund. The Trust Fund has a limited license to use the Data only for purposes necessary for to valuing each the Fund’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust Fund does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Fund’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Fund acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST FUND HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund if USBGFSUSBFSData Providers suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund if USBGFS USBFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFSUSBFSData Providers suppliers demand that the Data be withheld from the Fund. USBGFS USBFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. D. The Trust Fund agrees to indemnify and hold harmless USBGFS, USBFS and its Data 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 suppliers from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Trust’s or any third partyFund’s use of, or inability to use, the Data or any breach by the Trust Fund of any provision contained in this Agreement, except for any and all claims, losses, damages, liabilities, costs and expenses arising out of or relating to USBFS or its suppliers’ refusal or failure to comply with the terms of this Agreement regarding or from its bad faith, negligence or willful misconduct in the Data. The immediately preceding sentence shall not have any effect upon the standard performance of care and liability of USBGFS as set forth in Section 10 of its duties under this Agreement. e. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (E. The Fund acknowledges that the “N-PORT Data”) Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in or in connection with the reporting requirements under Rule 30b1-9making informed judgments concerning securities. The Fund accepts responsibility for, including preparation and filing of Form N-PORT. In connection with the provision acknowledges it exercises its own independent judgment in, its selection of the N-PORT Data, Bloomberg requires its selection of the following provisions use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be included in the Agreement: The Trust agrees that it shall (a) comply with all laws, rules and regulations a waiver of any rights existing under 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, law for the avoidance protection of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)investors.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (South Point Floating Rate Income Fund)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. C. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust agrees to indemnify and hold harmless USBGFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 6 of this Agreement. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg ▇▇▇▇▇▇▇▇▇ shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e). Certain identified information has been excluded from the exhibit because it is both not material and the type that the Registrant treats as private or confidential.

Appears in 1 contract

Sources: Partial Fund Administration Servicing Agreement (Cambria ETF Trust)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each 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 D. A. The Data is being licensed, not sold, to the TrustFund. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Fund acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Fund to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the B. The Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costscosts (“Losses”), as incurred, arising in and any manner out of the Trust’s or any third partyFund’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 6 of this AgreementAgreement and the Fund shall not provide indemnity under this paragraph with respect to any Losses that arise out of the negligence, bad faith or willful misconduct of USBGFS, its information providers, and any other third party involved in or related to the making or compiling of the Data. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . The Trust Fund agrees that it shall (a) materially 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 TrustFund’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustFund’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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warrantiesFund). The Trust Fund further agrees that Bloomberg shall be a third third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (ed).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Franklin BSP Private Credit Fund)

License of Data; Warranty; Termination of Rights. a. USBGFS ▇. ▇▇▇▇▇ hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth on Exhibit B hereto. The provisions in Exhibit D B shall not have any effect upon the standard of care and liability USBGFS Tidal has set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSTidal, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Tidal as set forth in Section 10 6 of this Agreement. e. USBGFS ▇. ▇▇▇▇▇ 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Madison ETFs Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS USBFS has entered into agreements an agreement with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services FT Interactive (“MSCIFTI), Standard & Poor Financial Services LLC ) which obligates USBFS to include the following provisions in this Agreement. FTI provides certain information and evaluations to USBFS in connection with pricing of securities held in the Trust”s investment portfolios (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”). A. The Trust acknowledges the proprietary rights that USBFS and FTI have in the Data. The Trust acknowledges and agrees that (i) 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 D. The Data is are being licensed, not sold, to the Trust. The ; (ii) the Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The ; (iii) the Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges ; (iv) the License is non-transferable and agrees that certain Data Providers may also require not sub-licensable; and (v) the Trust or one or more Funds Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Dataother entity. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers terminate any FTI terminates its agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand FTI demands that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Genworth Financial Asset Management Funds)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Company by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustCompany. The Trust Company has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Company’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust Company does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Company’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Company acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Company if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS provided that USBFS work with the Advisor to obtain comparable Data from another supplier, and subject to the approval of the Fund Board. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Company if USBGFS USBFS reasonably believes that the Fund Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundCompany. USBGFS USBFS will provide notice to the Fund Company of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify D. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as responsibilities set forth in Section 10 two (2) of this Agreement. e. 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 Rule 30b1-9, including preparation performing tolerance checks, reviewing the current day’s activities on a per-share basis and filing of Form N-PORTreviewing changes in market value. In connection with For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the provision of the N-PORT Data, Bloomberg requires the following provisions change is due to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)normal business activity.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Prospector Funds, Inc.)

License of Data; Warranty; Termination of Rights. a. USBGFS USBFS has entered into agreements an agreement with various data service providers (each, a “Interactive Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “DataID”) to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS which obligates USBFS to include certain the following provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH A. ID AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust agrees that ID and its suppliers shall have no liability to indemnify the Trust, or a third party, for errors, omissions or malfunctions in the services it provides to USBFS, other than the obligation of ID to endeavor upon receipt of notice from the Trust, to correct a malfunction, error or omission in any such service. This paragraph shall not have any affect upon the standard of care and hold harmless USBGFSliability of USBFS has set forth in Section 8 of this Agreement. C. The Trust acknowledges that the services provided by ID or its suppliers to USBFS are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its Data Providersselection of the services provided by ID to USBFS, its selection of the use or intended use of such, and any other results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. D. The Trust shall indemnify ID and its suppliers and hold ID harmless from any and all losses, damages, liability, costs, including attorneys’ fees, resulting directly or indirectly from any claim or demand against ID or its suppliers by a third party involved in arising out of or related to the making accuracy or compiling completeness of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of services provided by ID to USBFS that are received by the Trust’s , or any data, information, service, report, analysis or publication derived therefrom. The Trust agrees that neither ID nor its suppliers shall be liable for any claim or demand against the Trust by any third party’s use of, or inability to use, the Data or any 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 USBGFS USBFS as set forth in Section 10 8 of this Agreement. e. USBGFS has entered into agreements E. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and responsibilities set forth in Section two (2) of this Agreement, including performing tolerance checks, reviewing the current day’s activities on a per-share basis and reviewing changes in market value. For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the change is due to normal business activity. USBFS shall reimburse the Trust for any payments made by the Trust for services contained in this paragraph F herein, that USBFS fails to perform. F. Neither the Trust, nor ID, shall be liable for (i) any special, direct or consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit thereof. G. The Trust acknowledges that ID’s third party data suppliers may have the right to cause the termination of USBFS’ provision of ID’s services to the Trust, with Bloomberg Finance L.P. or without notice, and that neither any third party data supplier nor ID shall have any liability in connection therewith. This paragraph shall not have any effect upon the standard of care and liability of USBFS as set forth in Section 8 of this Agreement. H. For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Trustees and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Trustees shall approve, in good faith, procedures for determining the fair value for such securities. I. In the event that the Trust at any time receives data from ID containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is professional disagreement about which is best. No evaluation method, including those used by ID, may consistently generate approximations that correspond to actual Bloomberg”traded” prices of the instruments; (ii) ID’s methodologies used to provide the pricing portion of certain data (may rely on evaluations; however, the “N-PORT Data”) Trust acknowledges that there may be errors or defects in ID’s software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in or in connection with certain applications; and (iii) the reporting requirements under Rule 30b1-9Trust assumes all responsibility for edit checking, including preparation external verification of evaluations, and filing of Form N-PORT. In connection with ultimately the provision appropriateness of the N-PORT Data, Bloomberg requires use of evaluations and other pricing data provided via the following provisions to be included services provided by ID used in the Agreement: 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 Trust’s internal use))applications, (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility regardless of any kind relating to efforts made by ID in this respect. USBFS shall immediately notify the Trust’s receipt Trust that an evaluation or use of the N-PORT Data (including expressly disclaiming all warranties)evaluations have been used rather than market quotations. The Trust further agrees shall indemnify and hold ID completely harmless in the event that Bloomberg shall be a third party beneficiary of errors, defects, or inappropriate evaluations are made available via the Agreement solely with respect to the foregoing provisions (a) – (e)services or data provided by ID.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Wall Street EWM Funds Trust)

License of Data; Warranty; Termination of Rights. a. A. The valuation information and evaluations being provided to the Trust by USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for to valuing each a Fund’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges and agrees that certain Data Providers may also require USBGFS represents to the Trust or one or more Funds that it has made and will continue to enter into an agreement directly with the make best efforts only to license Data Provider for the use from providers that are reputable and have a commercial history of that Data Provider’s providing accurate and complete Data. The provisions in Exhibit D shall License is non-transferable and not have sub-licensable. The Fund’s right to use the Data cannot be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. C. USBGFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers suppliers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Trust if USBGFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers suppliers demand that the Data be withheld from the FundTrust. USBGFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 event USBGFS’ suppliers cease providing 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or , USBGFS will use of the N-PORT best efforts to find replacement providers for Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)as soon as practicable.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Aristotle Funds Series Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements A. The valuation information and evaluations originating from a pricing agent not affiliated with various data service providers (eachUSBFS, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS B. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand the applicable supplier demands that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify C. Notwithstanding the language provided in Section three (3) herein, USBFS is in no way absolved from any duties and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as responsibilities set forth in Section 10 two (2) of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision review of the Ncurrent day’s activities on a per-PORT Datashare basis and reviewing changes in market value. For instance, Bloomberg requires USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the following provisions change is due to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)normal business activity.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Hotchkis & Wiley Funds /De/)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. B. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D B shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers 4901-7398-8200.1 demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Servicing Agreement (Thrive Series Trust)

License of Data; Warranty; Termination of Rights. a. A. The valuation information and security pricing evaluations being provided to the Funds by USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustFunds. The Trust has Funds have a limited license to use the Data only for purposes necessary for to valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does Funds do not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges and agrees that certain Data Providers may also require USBGFS represents to the Trust or one or more Funds that it has made and will continue to enter into an agreement directly with the make best efforts only to license Data Provider for the use from providers that are reputable and have a commercial history of that Data Provider’s providing accurate and complete Data. The provisions in Exhibit D shall License is non-transferable and not have sub-licensable. The Funds’ right to use the Data cannot be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. C. USBGFS may stop supplying some or all Data to the Fund Funds if USBGFS’ Data Providers suppliers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Funds if USBGFS reasonably believes that the Fund is Funds are using the Data in violation of the License, or breaching its their duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers suppliers demand that the Data be withheld from the FundFunds. USBGFS will provide notice to the Fund Funds of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (DoubleLine Funds Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database, and maintaining appropriate records, including those required to document Fund performance. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Servicing Agreement (Tortoise Capital Series Trust)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each Fundthe Company. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. B. The Data is being licensed, not sold, to the TrusttheCompany. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Company acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Company to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D A shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust Company agrees to indemnify and hold harmless USBGFS, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the TrustCompany’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 6 of this Agreement. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . The Trust 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 TrustCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustCompany’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 TrustCompany), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the TrustCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust Company further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Jensen Quality Growth Fund Inc)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets, reporting to regulatory bodies, and for valuing each Fund’s assets and making any required reporting relating thereto other purpose not intended for commercial enterprise or profit (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH B. FT INTERACTIVE AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from performing the duties set forth in Section two (2) of this Agreement with the standard of care required by Section 9 of this Agreement. For instance, USBFS will perform tolerance checks, review the current day's activities on a per-share basis, review changes in market value, as well as review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the change is due to normal business activity. USBFS shall reimburse the Trust for any payments made by the Trust for services supplied pursuant to this Agreement, that USBFS fails to perform. D. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS provided, however, USBFS will provide 90 days advance written notice to the Fund Trust of any proposed termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 breach by the Trust of any provision contained in this Agreement regarding the Data. The immediately preceding sentence This paragraph shall not have any effect upon the standard of care and liability of USBGFS USBFS as set forth in Section 10 9 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Granum Series Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify D. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as responsibilities set forth in Section 10 two (2) of this Agreement, including performing tolerance checks, reviewing the current day’s activities on a per-share basis and reviewing changes in market value. For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the change is due to normal business activity. e. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) E. For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Trustees and apply those prices to the portfolio positions of the Fund. Should the approved pricing source cease to provide data (the “N-PORT Data”) for pricing information, USBFS will use in or in connection its best efforts to work with the reporting requirements under Rule 30b1-9, including preparation Board of Trustees and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions Trust to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the Trust’s request, select a mutually agreed upon third party auditor (provided that the costs of an audit by a third party shall be borne by the Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)new pricing vendor.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (New Covenant Funds)

License of Data; Warranty; Termination of Rights. a. USBGFS ▇. ▇▇▇▇▇ hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth on Exhibit B hereto. The provisions in Exhibit D B shall not have any effect upon the standard of care and liability USBGFS Tidal has set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSTidal, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Tidal as set forth in Section 10 6 of this Agreement. e. USBGFS ▇. ▇▇▇▇▇ 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees Certain identified information has been excluded from the exhibit because it is both not material and the type that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)Registrant treats as private or confidential.

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Cambria ETF Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS A. ▇▇▇▇▇ hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Poors Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Tidal or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth in Exhibit C attached hereto. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has of Tidal as set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSTidal, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Tidal as set forth in Section 10 6 of this Agreement. e. USBGFS C. ▇▇▇▇▇ 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 Rule 30b1-9of the Funds, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (SP Funds Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS USBFS has entered into agreements an agreement with various data service providers FT Interactive (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”"FTI") to facilitate the services provided by USBGFS to each Fund. These Data Providers have required USBGFS which obligates USBFS to include certain the following provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH A. FTI AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some B. Company agrees that FTI and its suppliers shall have no liability to Company, or all Data a third party, for errors, omissions or malfunctions in the services it provides to USBFS, other than the Fund if USBGFS’ Data Providers terminate obligation of FTI to endeavor upon receipt of notice from Company, to correct a malfunction, error or omission in any agreement to provide Data to USBGFSsuch service. Also, USBGFS may stop supplying some or all Data to This paragraph shall not have any affect upon the Fund if USBGFS reasonably believes standard of care and liability of USBFS has set forth in Section 8 of this Agreement. C. Company acknowledges that the Fund is using the Data services provided by FTI or its suppliers to USBFS are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in violation making informed judgments concerning securities. Company accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the License, or breaching its duties of confidentiality services provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice by FTI to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFSUSBFS, its Data Providersselection of the use or intended use of such, and any other results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. D. Company shall indemnify FTI and its suppliers and hold FTI harmless from any and all losses, damages, liability, costs, including attorneys' fees, resulting directly or indirectly from any claim or demand against FTI or its suppliers by a third party involved in arising out of or related to the making accuracy or compiling completeness of any services provided by FTI to USBFS that are received by Company, or any data, information, service, report, analysis or publication derived therefrom; provided, however, the DataCompany shall have no obligation to indemnify FTI for any such loss, their affiliates and subsidiaries and their respective directorsdamage, officers, employees and agents liability or cost to the extent it arises directly from and FTI's willful misconduct. The Company agrees that neither FTI nor its suppliers shall be liable for any claim or demand against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Trust’s or Company by any third party’s use of, or inability to use, the Data or any 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 USBGFS USBFS as set forth in Section 10 8 of this Agreement. e. USBGFS has entered into agreements E. Notwithstanding the language provided in Section 3 herein, USBFS is in no way absolved from any duties and responsibilities set forth in Section 2 of this Agreement, including performing tolerance checks, reviewing the current day's activities on a per-share basis and reviewing changes in market value. For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the change is due to normal business activity. USBFS shall reimburse Company for any payments made by Company for services contained in this paragraph E, that USBFS fails to perform. F. Neither Company, nor FTI, shall be liable for (i) any special, direct or consequential damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one year prior to the institution of suit thereof. G. Company acknowledges that FTI's third party data suppliers may have the right to cause the termination of USBFS' provision of FTI's services to Company, with Bloomberg Finance L.P. or without notice, and that neither any third party data supplier nor FTI shall have any liability in connection therewith. This paragraph shall not have any effect upon the standard of care and liability of USBFS as set forth in Section 8 of this Agreement. H. For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Directors and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities. I. In the event that Company at any time receives data from FTI containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (“Bloomberg”i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is professional disagreement about which is best. No evaluation method, including those used by FTI, may consistently generate approximations that correspond to actual "traded" prices of the instruments; (ii) FTI's methodologies used to provide the pricing portion of certain data (the “N-PORT Data”) may rely on evaluations; however, Company acknowledges that there may be errors or defects in FTI's software, databases, or methodologies that may cause resultant evaluations to be inappropriate for use in or in connection with certain applications; and (iii) Company assumes all responsibility for edit checking, external verification of evaluations, and ultimately the reporting requirements under Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision appropriateness of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of evaluations and other pricing data provided via the N-PORT Data services provided by BloombergFTI used in Company's applications, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility regardless of any kind relating to the Trust’s receipt efforts made by FTI in this respect. USBFS shall immediately notify Company that an evaluation or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)evaluations have been used rather than market quotations.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Wisconsin Capital Funds Inc)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each Fundthe Company. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. C. The Data is being licensed, not sold, to the TrustCompany. The Trust Company has a limited license to use the Data only for purposes necessary for valuing each Fundthe Company’s assets and making any required reporting relating thereto (the “License”). The Trust Company does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Company acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Company to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Company acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST COMPANY OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund Company if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Company if USBGFS reasonably believes that the Fund Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the FundCompany. USBGFS will provide notice to the Fund Company of any termination of provision of Data as soon as reasonably possible. d. The Trust Company agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the TrustCompany’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: The Trust 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 TrustCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustCompany’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 TrustCompany), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the TrustCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust Company further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Sub Servicing Agreement (Ellington Credit Co)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Company by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustCompany. The Trust Company has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Company’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust Company does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Company’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Company acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Company if USBGFS’ Data Providers USBFS’s suppliers terminate any agreement to provide Data to USBGFSUSBFS provided that USBFS work with the Advisor to obtain comparable Data from another supplier, and subject to the approval of the Fund Board. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Company if USBGFS USBFS reasonably believes that the Fund Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS’s suppliers demand that the Data be withheld from the FundCompany. USBGFS USBFS will provide notice to the Fund Company of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify D. Notwithstanding the language provided in Section (3) herein, USBFS is in no way absolved from any duties and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as responsibilities set forth in Section 10 two (2) of E. this Agreement. e. 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 Rule 30b1-9, including preparation performing tolerance checks, reviewing the current day’s activities on a per-share basis and filing of Form N-PORTreviewing changes in market value. In connection with For instance, USBFS will review daily exception reports to examine securities which exceed set tolerance levels and check those identified securities against a secondary source to confirm the provision of the N-PORT Data, Bloomberg requires the following provisions change is due to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)normal business activity.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Prospector Funds, Inc.)

License of Data; Warranty; Termination of Rights. a. A. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each 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 D. A. The Data is being licensed, not sold, to the TrustAdministrator. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Administrator acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Administrator to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust Administrator agrees to indemnify and hold harmless USBGFS, its the Data Providers, 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Trust’s or any third partyAdministrator’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 6 of this Agreement. e. C. 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the this Agreement: . The Trust 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 TrustAdministrator’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustAdministrator’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 TrustAdministrator), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the TrustAdministrator’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust Administrator further agrees that Bloomberg shall be a third third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Sub Administration Servicing Agreement (Destiny Tech100 Inc.)

License of Data; Warranty; Termination of Rights. a. USBGFS 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 Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ICE to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS Fund Services to each Fund. These Data Providers have required USBGFS Fund Services to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. C. The Data is being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. 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 Exhibit D C shall not have any effect upon the standard of care and liability USBGFS Fund Services has set forth in Section 10 6 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. B. The Trust agrees to indemnify and hold harmless USBGFSFund Services, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Fund Services as set forth in Section 10 6 of this Agreement. e. USBGFS 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: . 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third third-party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Sub Administration Servicing Agreement (ETF Opportunities Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS A. Strategic Services hereby informs the Trust that the Sub-Administrator has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide FactSet Research Systems Inc. (“FACTSET”); and the related index data services that may include, without limitation, index returns and pricing information being provided to the Trust by Strategic Services or the Sub-Administrator (collectively, the “Data”) 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 D. The Data is are being licensedsublicensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust hereby 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 Dataprovisions set forth on Exhibit B hereto. The provisions in Exhibit D B shall not have any effect upon the standard of care and liability USBGFS Strategic Services has set forth in Section 10 6 of this Agreement. . B. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to shall indemnify and hold harmless USBGFSStrategic Services, the Sub-Administrator, its Data Providersinformation 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS Strategic Services as set forth in Section 10 6 of this Agreement. e. USBGFS C. Strategic Services 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 Rule 30b1-9the Rule, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following certain provisions to be included in the Agreement: herein. 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Administration Servicing Agreement (Strategic Trust)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) to facilitate the services provided by USBGFS to each Fundthe Company. These Data Providers have required USBGFS to include certain provisions regarding the use of the Data in this Agreement attached hereto as Exhibit D. C. The Data is being licensed, not sold, to the TrustCompany. The Trust Company has a limited license to use the Data only for purposes necessary for valuing each Fundthe Company’s assets and making any required reporting relating thereto (the “License”). The Trust Company does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Company acknowledges and agrees that certain Data Providers may also require the Trust or one or more Funds Company to enter into an agreement directly with the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D C shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Company acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST COMPANY OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund Company if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund Company if USBGFS reasonably believes that the Fund Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the FundCompany. USBGFS will provide notice to the Fund Company of any termination of provision of Data as soon as reasonably possible. d. The Trust Company agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the TrustCompany’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: The Trust 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 TrustCompany’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustCompany’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 TrustCompany), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the TrustCompany’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust Company further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Servicing Agreement (RoboStrategy, Inc.)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Funds by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the TrustFunds. The Trust Each Fund has a limited license to use the Data only for purposes necessary for to valuing each the Fund’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust Each Fund does not have any license or right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. Each Fund’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Datacannot be passed to or shared with any other entity. The provisions in Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Each Fund acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST FUNDS HEREBY ACCEPTS ACCEPT THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Funds if USBGFSUSBFSData Providers suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Funds if USBGFS USBFS reasonably believes that the Fund is Funds are using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFSUSBFSData Providers suppliers demand that the Data be withheld from the FundFunds. USBGFS USBFS will provide notice to the Fund Funds of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees D. USBFS has entered into an agreement with MSCI index data services (“MSCI”), Standard & Poor Financial Services, LLC (“S & P”) and FactSet Research Systems Inc. (“FACTSET”) which obligates USBFS to indemnify and hold harmless USBGFS, its Data Providers, and any other third party involved in or related to the making or compiling include a list of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 breach by the Trust of any provision contained required provisions in this Agreement regarding attached hereto as Exhibit B. The index data services being provided to the Funds by USBFS pursuant to this Section 3. D. (collectively the “Index Data”), are being licensed, not sold, to the Funds. The immediately preceding sentence provisions in Exhibit B shall not have any effect affect upon the standard of care and liability of USBGFS as USBFS has set forth in Section 10 9 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Servicing Agreement (Hatteras Core Alternatives Fund, L.P.)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”) 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 D. The Data is being licensed, not sold, to the TrustAdministrator. The Trust Administrator has a limited license to use the Data only for purposes necessary for valuing each Fund’s assets and making any required reporting relating thereto (the “License”). The Trust Administrator does not have any license or right to use the Data for purposes outside the scope of this Agreement including, but not limited to, resale to other users or for use in creating any type of historical database. The Trust Administrator acknowledges and agrees that certain Data Providers may also require the Trust 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 Exhibit D shall not have any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust Administrator acknowledges the proprietary rights that USBGFS and its Data Providers have in the Data. b. THE TRUST ADMINISTRATOR HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST ADMINISTRATOR OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS may stop supplying some or all Data to the Fund if USBGFS’ Data Providers terminate any agreement to provide Data to USBGFS. Also, USBGFS may stop supplying some or all Data to the Fund if USBGFS reasonably believes that the Fund is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand that the Data be withheld from the Fund. USBGFS will provide notice to the Fund of any termination of provision of Data as soon as reasonably possible. d. The Trust Administrator agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the TrustAdministrator’s or any third party’s use of, or inability to use, the Data or any 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: The Trust agrees Administrator and Corporation agree that it each 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 TrustCorporation’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the TrustAdministrator’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 TrustAdministrator), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the TrustAdministrator or Corporation’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust Administrator and Corporation further agrees agree that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Servicing Agreement (Thompson Im Funds Inc)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (eachA. The valuation information and evaluations of Interactive Data Pricing and Reference Date, a “Data Provider”), including, without limitation, MSCI index data services Inc. (“MSCIIDP), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies ) being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the “Data”) 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical databasedatabase other than in connection with the services provided hereunder or as required in connection wit with the Trust’s recordkeeping requirements under applicable law. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFSUSBFSData Providers suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFSUSBFSData Providers suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees to indemnify and hold harmless USBGFS, its Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 Trust’s internal use)), (d) permit audits of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e).

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Aegis Funds)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, A. The valuation information and Confluence Technologies evaluations being provided to provide data services that may include, without limitation, index returns and pricing information the Trust by USBFS pursuant hereto (collectively, the "Data") 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 D. The Data is are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary for to valuing each Fund’s assets the Trust's assets, providing relevant data to its lawyers, accountants and making any required Board of Trustees, and reporting relating thereto to regulatory bodies (the "License"). The Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges License is non-transferable and agrees that certain Data Providers may also require the Trust or one or more Funds not sub-licensable. The Trust's right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreementother entity, except as provided above. The Trust acknowledges the proprietary rights that USBGFS USBFS and its Data Providers suppliers have in the Data. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH AND USBFS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers USBFS's suppliers terminate any agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers USBFS's suppliers demand that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The Trust agrees . USBFS will use its best efforts to indemnify and hold harmless USBGFS, its obtain an alternative Data 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 claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, 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 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 USBGFS as set forth in Section 10 of this Agreement. e. 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 Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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 source for the Trust’s internal use)), (d) permit audits of its use of in the N-PORT event some or all Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of the Agreement solely with respect to the foregoing provisions (a) – (e)becomes unavailable.

Appears in 1 contract

Sources: Fund Accounting Servicing Agreement (Olstein Funds)

License of Data; Warranty; Termination of Rights. a. USBGFS has entered into agreements with various data service providers A. The Trust acknowledges the proprietary rights that USBFS and FTI have in the Data. The Trust acknowledges and agrees that (each, a “Data Provider”), including, without limitation, MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”), Morningstar, Broadridge, FTSE, ICE, and Confluence Technologies to provide data services that may include, without limitation, index returns and pricing information (collectively, the “Data”1) 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 D. The Data is are being licensed, not sold, to the Trust. The ; (2) the Trust has a limited license to use the Data only for purposes necessary for to valuing each Fundthe Trust’s assets and making any required reporting relating thereto to regulatory bodies (the “License”). The ; (3) the Trust does not have any license or nor right to use the Data for purposes outside beyond the scope intentions of this Agreement including, but not limited to, resale to other users or for use in creating to create any type of historical database. The Trust acknowledges ; (4) the License in non-transferable and agrees that certain Data Providers may also require not sub-licensable; and (5) the Trust or one or more Funds Trust’s right to enter into an agreement directly with use the Data Provider for the use of that Data Provider’s Data. The provisions in Exhibit D shall cannot have be passed to or shared with any effect upon the standard of care and liability USBGFS has set forth in Section 10 of this Agreement. The Trust acknowledges the proprietary rights that USBGFS and its Data Providers have in the Dataother entity. b. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. USBGFS IS NOT RESPONSIBLE FOR ANY OF THE DATA ACCESSED BY THE TRUST OR ANY OF ITS SERVICE PROVIDERS OR AGENTS AND USBGFS ASSUMES NO DUTY TO VERIFY SUCH DATA. c. USBGFS C. USBFS may stop supplying some or all Data to the Fund Trust if USBGFS’ Data Providers terminate any FTI terminates its agreement to provide Data to USBGFSUSBFS. Also, USBGFS USBFS may stop supplying some or all Data to the Fund Trust if USBGFS USBFS reasonably believes that the Fund Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBGFS’ Data Providers demand FTI demands that the Data be withheld from the FundTrust. USBGFS USBFS will provide notice to the Fund Trust of any termination of provision of Data as soon as reasonably possible. d. The B. Section 3, Pricing of Securities, shall be amended to label the existing provisions thereof as paragraph “A” and to add a new paragraph “B” to read in full as follows: In the event that the Trust at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the Trust acknowledges and agrees as follows with respect to such Data: (1) evaluated securities are typically complicated financial instruments; (2) many methodologies (including computer-based analytical modeling and individual security evaluations) are available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best; (3) no evaluation method, including those used by provided to USBFS by FTI, may consistently generate approximations that correspond to actual “traded” prices of the securities; (4) there may be errors or defects in the software, databases, or methodologies generating such evaluations that may cause such evaluations to be inappropriate for use in certain applications; and (5) subject to the provisions of Section 7, the Trust is ultimately responsible for the appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and FTI in this respect. C. Section 7, Indemnification; Limitation of Liability, shall be amended to amend paragraph “A” thereof to read in full as follows and to add new paragraphs “C” and “D” thereof to read in full as follows: A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor FTI shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust (or, in the case of FTI, any third party) in connection with matters to which this Agreement relates, including losses resulting in mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBGFSUSBFS and FTI from and against any and all claims, its Data Providersdemands, losses, expenses, and liabilities of any other third party involved in and every nature (including reasonable attorneys’ fees) that USBFS or FTI may sustain or incur or that may be asserted against USBFS or FTI by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided by USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. The Trust acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making or compiling informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, their affiliates its selection of the use or intended use of such, and subsidiaries any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. USBFS shall indemnify and their respective directors, officers, employees and agents hold the Trust harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses, and liabilities of any and every nature (including reasonable attorneys’ fees and costs, as incurred, fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising in and any manner out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS’ control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Trust’s or any third party’s use of, or inability to use, the Data or any breach by at such times as the Trust may reasonable require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. In no case shall either party be liable to the other for any provision contained in this Agreement regarding special, indirect or consequential damages, loss of profits or goodwill (even if advised of the Data. possibility of such). B. The immediately preceding sentence shall not have any effect upon the standard of care indemnity and liability of USBGFS as defense provisions set forth in this Section 10 shall indefinitely survive the termination and/or assignment of this Agreement. e. USBGFS has entered into agreements with Bloomberg Finance L.P. (“Bloomberg”) to provide data (the “N-PORT Data”) for use C. If USBFS is acting in or in connection with the reporting requirements under Rule 30b1-9, including preparation and filing of Form N-PORT. In connection with the provision of the N-PORT Data, Bloomberg requires the following provisions to be included in the Agreement: 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, another capacity for the avoidance Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of doubt, use in risk reporting or other systems or processes (e.g., systems or processes made available enterprise-wide for the Trust’s internal use)), (d) permit audits any of its use of the N-PORT Data by Bloomberg, its affiliates or, at the 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 Trust), and (e) exculpate Bloomberg, its affiliates and their respective suppliers from any liability or responsibility of any kind relating obligations in such other capacity. Except to the Trust’s receipt or use of the N-PORT Data (including expressly disclaiming all warranties). The Trust further agrees that Bloomberg shall be a third party beneficiary of extent supplemented hereby, the Agreement solely with respect to the foregoing provisions (a) – (e)shall remain in full force and effect.

Appears in 1 contract

Sources: Fund Accounting Agreement (PRIMECAP Odyssey Funds)