This Master Services Agreement (the “Agreement”) is made by and between Grantd Equity Inc., located at 1700 Lincoln St, FL 46, Denver, CO 80203 (“Grantd”) and the client party to an Order Form, Statement of Work (“SOW”) or other attachment referencing this Agreement (“Client”). GRANTD and Client may each be referred to here in as a “Party” and, collectively, as the “Parties”. “Agreement” shall include any schedules and exhibits attached here to or to an Order Form.
1. Order. Client may enter into an Order Form(s), which shall set forth the specific License(s) and/or Service(s), and which may be provided by an affiliate of GRANTD. Each Order Form shall be governed by this Agreement.
2. License Grant. To the extent the Services include Software, GRANTD hereby grants to Client a non-exclusive, non-transferable, limited license (“License”) to use the Software during the Term in accordance with the Documentation, solely for its ordinary business purposes, subject to the terms herein (including payment). To the extent the Services include Software, each user accessing the Software must be an Authorized User and may have access only to those functions for which GRANTD has granted specific user rights in accordance with the applicable Order Form. The License and Authorized User shall be subject to any further conditions specified in the Order Form.
3. Term.
3.1 Initial and RenewalTerms. Each Order Form shall have the Term as stated therein.
3.2 Agreement expiration. This Agreement shall continue so long as there is an Order Form between the Parties, or may otherwise be terminated per the terms hereunder. In the event of a lapse in Order Forms, the Parties may mutually agree to enter into a new Order Form, which will be governed by this Agreement not withstanding any prior expiration.
4. Fees. Fees for the Services will be identified in an Order Form. Unless otherwise specified in an Order Form, fees are due and payable thirty (30) days from the date of the invoice. Client shall reimburse GRANTD for all reasonable costs incurred by GRANTD in collecting any fees, payments or interest, including attorneys' fees, court costs, and collection agency fees; and if such failure continues for thirty (30) days or more, GRANTD may suspend Client’s access to any portion or all of the Services until such amounts are paid in full. Client shall also reimburse GRANTD for all reasonable costs incurred by GRANTD in connection with GRANTD’s enforcement of any provision of this Agreement as a result of any alleged or actual breach orviolation of this Agreement. Client shall be liable for the payment of any taxes, stamp duties or assessments imposed (other than income taxes imposed on GRANTD’s revenue).
5. Restrictions on Use. Except as expressly permitted in the Documentation, this Agreement, or an Order Form, and in each case, to the extent applicable, Client shall not (and shall not permit its Authorized Users or third parties to) (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, other encoded portions, interface protocols or underlying algorithms of the Software; (b)copy, modify, adapt, or create derivative works based on the Software or anyrelated Documentation; (c) rent, lease, distribute, sub-license, sell, assign, or transfer its rights to use the Software; (d) remove or improperly use any GRANTD -related proprietary notices or trademarks; (e) disclose to third parties any benchmark or competitive evaluation of the Software; (f) circumvent, or attempt to circumvent, technological measures to limit access to the Software; or (g) use the Software, Services and/or any outputs of thefore going in any manner that violates any person’s intellectual property rights, or that violates applicable law.
6. Client Content. GRANTD acknowledges that, as between the Parties, all right, title and interest in Client Content belong to and are retained solely by Client and its Authorized Users, as applicable. Client represents and warrants it or its Authorized Users, as applicable, have the right to upload any Client Content. Subject to the terms and conditions of this Agreement, Client grants GRANTD a non-exclusive, non-transferable, revocable (at any time) licenseduring the Term to access, store, process, and transmit Client Content solely for the purpose of providing the Services here under to Client and for no other purpose.
6A. White-Label Arrangements.
6A.1 Applicability. This Section6A applies where Client provides, or permits access to, the Software and/orServices to Client’s own end users, customers, or other third parties (each, an“End User”).
6A.2 End User Agreements. Client shall be solely responsible for establishing, maintaining, and enforcing written agreements with each End User that include terms and conditions atleast as protective of GRANTD as those contained in this Agreement, including without limitation: (a) usage restrictions equivalent to those in Section 5;(b) intellectual property protections equivalent to those in Section 13; (c)warranty disclaimers equivalent to those in Section 10; (d) liability limitations equivalent to those in Section 12; and (e) confidentiality obligations protecting GRANTD’s Confidential Information. Client shall ensure that such End User agreements are enforceable against End Users and shall promptly enforce such agreements upon GRANTD’s request.
6A.3 Data Collection and Client Content. In white-label arrangements, “Client Content” means data, information, and materials provided by Client to GRANTD, regardless of whether such data originated from End Users. Client represents, warrants, and covenants that: (a) Client has lawfully collected or obtained all End User data included in Client Content; (b) Client has obtained all necessary consents, authorizations, and permissions from End Users to collect, use, and transfersuch data to GRANTD for the purposes contemplated hereunder; (c) Client’s collection, use, and transfer of End User data complies with all applicable laws, regulations, and industry standards; and (d) GRANTD’s use of Client Content as contemplated hereunder will not violate any End User’s rights or any applicable law.
6A.4 No Direct Relationship. GRANTD shall have no direct contractual, fiduciary, or other relationship withany End User. Client shall ensure that End Users understand that their relationship is solely with Client and not with GRANTD. Client shall not represent that GRANTD has any direct obligations to End Users or that End Users may rely directly upon GRANTD for any aspect of the Software or Services.
6A.5 Expanded Indemnification. Inaddition to Client’s indemnification obligations under Section 11.1, Client shall indemnify, defend, and hold GRANTD and its affiliates, employees, officers, directors, and agents harmless from and against all suits, claims, charges, and liabilities, and all associated losses, costs, damages, and expenses (including reasonable attorneys’ fees), arising from any third-party claim, suit, or proceeding (including claims by End Users) related to orarising out of: (a) Client’s provision of access to the Software and/orServices to End Users; (b) any End User’s use of or access to the Softwareand/or Services; (c) Client’s failure to establish, maintain, or enforce adequate End User agreements as required by Section 6A.2; (d) Client’s failure to obtain necessary consents, authorizations, or permissions from End Users as required by Section 6A.3; (e) any breach by Client or any End User of the terms governing End Users’ access to or use of the Software and/or Services; or (f) any dispute between Client and any End User.
6A.6 Limitation of Liability to End Users. GRANTD shall have no liability whatsoever to any End User, whetherin contract, tort, strict liability, or otherwise. The limitations on GRANTD’s liability set forth in Section 12 shall apply to any claims related to End Users, including any claims brought by Client on behalf of or at the direction of End Users. Client waives any right to seek damages from GRANTD on behalf of any End User.
6B. Third-Party Data Access.
6B.1Authorization. Client hereby authorizes GRANTD to access, retrieve, andreceive accounts, portfolios, and related data under Client’s direction, management or control including data relating to Client’s customers, investors, and beneficiaries (“End Investors”), from any record keeper, custodian, broker-dealer, or other third-party data source designated by Client oridentified in an Order Form (each, a “Data Provider”), solely for the purpose of providing the Services. Client shall execute any additional authorizations, limited powers of attorney, credentials, or data-sharing agreements reasonably required by a Data Provider to effectuate such access.
6B.2Client Representations. Client represents, warrants, and covenants that:(a) Client has obtained all necessary consents, authorizations, and permissions from its End Investors and any applicable Data Providers to permit GRANTD to receive, process, and use End Investor data as contemplated by this Agreement;(b) Client’s provision of, and GRANTD’s receipt and use of, such data complies with all applicable laws, rules, and regulations, including without limitation Regulation S-P (17 C.F.R. Part 248), applicable state privacy laws, and Client’s own privacy notices and policies; (c) Client will maintain such consents and authorizations for the duration of the Services; and (d) GRANTD’s use of Client Content received from Data Providers as contemplated hereunder will not violate any End Investor’s rights or any applicable law.
6B.3Cooperation. Client shall reasonably cooperate with GRANTD in establishing and maintaining data feeds or connections with Data Providers, including by providing credentials, executing onboarding or authorization forms required by Data Providers, or facilitating introductions as reasonably requested by GRANTD. Client shall promptly respond to any request by GRANTD for cooperation under this Section and shall not unreasonably withhold, condition, or delay any such cooperation.
6B.4Data Provider Limitations. GRANTD shall not be responsible for any delay, interruption, or limitation in the Services, or any failure to deliverany functionality, resulting from a Data Provider’s refusal, failure, or delaying transmitting data, or any termination, modification, or restriction ofaccess by a Data Provider. Client acknowledges that GRANTD’s ability to provide certain Services may be dependent upon continued access to Data Providers, which access is outside GRANTD’s control, and that any such dependency shall not constitute a breach of this Agreement by GRANTD or give rise to any right of termination, fee reduction, or refund on Client’s part.
6B.5Indemnification. In addition to Client’s indemnification obligations under Section 11.1, Client shall indemnify, defend, and hold GRANTD and its affiliates, employees, officers, directors, and agents harmless from and against all suits, claims, charges, and liabilities, and all associated losses, costs, damages, and expenses (including reasonable attorneys’ fees), arising from or related to: (a) Client’s failure to obtain or maintain necessary consents, authorizations, or permissions from End Investors or Data Providers;(b) any claim by an End Investor or Data Provider arising out of or related to GRANTD’s access to or use of data as contemplated hereunder; or (c) Client’s breach of any representation, warranty, or covenant in this Section 6B.
7. Security. GRANTD willimplement appropriate administrative, technical, and physical measures as forthin the Data Processing Addendum located at trust.grantdequity.com and incorporated by this reference (the “DPA”). If applicable, GRANTD shall issue to Client, or shall authorize a Client administrator to issue, login credentials for each Authorized User of theSoftware. Client and its Authorized Users are responsible for maintaining the confidentiality of, and authorized use of, all login credentials. Parties shall notify each other in a reasonably prompt manner of relevant breaches of security or unauthorized access.
8. Termination
8.1 Breach. Either Party may terminate this Agreement and/or anOrder Form upon written notice (email shall suffice) if the other Party has breached a material term of this Agreement and has notcured such breach within thirty (30) days of receipt of notice from the non-breaching Party specifying the breach. Any such notice to GRANTD shall be sent to notices@grantdequity.com.
8.2 Insolvency. Either Party may terminate this Agreement if(a) the other Party has a trustee or receiver (howsoever described) appointed for it or its property; (b) the other Party makes an assignmentfor the benefit of creditors; (c) any proceedings are commenced by, for or against the other Party under any bankruptcy, insolvency or debtor's relieflaw; or (d) the other Party is liquidated or dissolved.
8.3 GRANTD Termination. GRANTD may suspend or terminate access to the Services and/or may terminate this Agreementor any attachment, Order Form and/or SOW hereunder: (i) to comply with or prevent violation of applicable law or (ii) if necessary to prevent harm to GRANTD or other users, provided, that prior to taking any such action for the reasons set forthin (i)–(ii), GRANTD will first attempt, in good faith, to discuss the issues with Client so as to resolve them, if GRANTD determines that doing so would be practicable and not prejudicial to its commercial interests under the circumstances. GRANTD may also terminate this Agreement, any attachment, Order Form and/or SOW hereunder for any or no reason upon ninety (90) days’ prior written notice to Client.
8.4 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, whether by Client or GRANTD, Client's right to any Services and, if applicable, to use the Software shall immediately cease and, to the extent the Services include Software, Client and its Authorized Users’ access to the Software will terminate. Fees are non-cancelable and non-refundable, except where Client has terminated due to GRANTD’s breach or GRANTD hasterminated per Section 11.2(c), in which case GRANTD shall provide a pro rata refund of any prepaid, unused amounts relating to the post-termination period. Sections 3.2, 4, 5, 8, 9, 11, 12, 13, and 14 of this Agreement shall survive its expiration or termination for any reason.
8.5Return or Destruction of Client Content. In the event of any expiration or termination of this Agreement, GRANTD shall promptly return to Client all Client Content and any other data of Client stored by GRANTD in a form and format reasonably requested by Client. Further, promptly upon request by Client, GRANTD shall destroy and certify the destruction thereof of all Client Content and any other data of Client in its possession or control.
9. Confidentiality. Each Party shall retain in confidence the confidential and proprietary information disclosed or otherwise made available a Party or its affiliates in connection with this Agreement, which is identified as confidential at the time of disclosure or should reasonably be understood as confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation the terms of this Agreement and non-public technical and business information, such as business plans, operations, technologies, finances, and proprietary information relating to the Services, personal information, employment information and/or any platform or product outputs incident to GRANTD’s provision of Services (“Confidential Information”). Without limitation of the foregoing, (a) Confidential Information of GRANTD shall include the Software and/or Services themselves; (b) Confidential Information of Client shall include Client Content, internal technical and financial data or other information used with the Software and/or Services by Client; and (c)Confidential Information of both parties shall include information regarding the business or financial condition of either Party and information regarding the business or technical plans or prospects of either Party.
The receiving party will use a degree of care and discretion (but not less than reasonable care) to prevent unauthorized disclosure or use similar to what ituses to protect its own information of like kind. The receiving party will not disclose the Confidential Information of the disclosing party to a third party other than to its authorized contractors, agents, advisors, or affiliates (collectively, each receiving party’s “Representatives”) as reasonably necessary for performance under this Agreement; provided, however, that each receiving party shall be liable to the disclosing party for any violation the confidentiality restrictions set forth in this Section 9 by its Representatives. Confidential Information shall not include information that (a) is publicly available (without breach of this Agreement), (b) is lawfully received from a third party, not known to be confidentially bound to the disclosing party, or (c) is generated independently by, or onbehalf of, the receiving party or any of its Representatives without reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required to do so under applicable law, provided that prior notice is given to the other Party if permissible (exceptfor routine regulatory reviews or disclosures that are not specific to the disclosing party). Upon expiration or termination of this Agreement, each party shall promptly return to the other party, or destroy, the other party’s Confidential Information upon requested by the other party. The receiving party and its Representatives, however, may retain Confidential Information solely as necessary to comply with applicable law and/or pursuant to bona fide compliance or document retention policies (including electronic archiving for backup purposes).
GRANTD agrees to keep confidential Client Content to perform the Services described under this Agreement or any addendum or amendment thereto. In no event shall GRANTD use Client Content for any purpose other than toper form the Services hereunder and GRANTD is expressly prohibited from contacting or marketing to Clients and Personnel (as defined in the DPA) through any means or any purpose not expressly provided for in this Agreement. To the extent applicable, Client shall at all times have access to Client Content provided to GRANTD and/or the ability to extract all Client Content from the Software.
GRANTD further represents that it will not disclose any such Client Content to any third party, including any of its affiliates or subsidiaries without the express written consent of Client. GRANTD agrees to restrict access to such Client Content to its employees who need to use or see such information to perform the Services hereunder, and expressly hold those employees to obligations of confidentiality and non-disclosure at least asstringent as the requirements imposed on GRANTD in that regard by this Agreement. GRANTD shall ensure that its subcontractors only have access to the ClientContent set forth in this Agreement and comply with the data privacy and data security requirements provided by GRANTD, and GRANTD shall be liable for any omission or actions of its subcontractors.
GRANTD represents, warrants and covenants to Client that it is incompliance with, and agrees that it will continue for the duration of this Agreement to comply with, all applicable laws pertaining to the privacy and security of Client Content. In addition to the foregoing, GRANTD agrees toreturn or destroy, at Client’s option, all Client Content upon termination of this Agreement or upon specific instruction from Client and will certify to Client that all Client Content has been returned or destroyed.
GRANTD agrees to maintain appropriate data protection and privacy measures as set forth in the DPA.
10. Warranty. GRANTD DOES NOT WARRANT THAT (A) THE USE OF THE SERVICES, SOFTWARE AND/OR DOCUMENTATION WILL BE ERROR-FREE OR UNINTERRUPTED, (B) THE SOFTWARE AND/OR SERVICES WILL OPERATE IN COMBINATION WITH ANY END-USER CONTENT OR DATA, TO THE EXTENT APPLICABLE, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY GRANTD, OR (C) THE SOFTWARE, SERVICESAND/OR DOCUMENTATION WILL MEET CLIENT’S OR THEIR END USERS’ REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. THE SOFTWAREAND/OR SERVICES ARE PROVIDED ‘AS IS’ AND THERE ARE NO EXPRESS OR IMPLIEDWARRANTIES OR CONDITIONS.
11. Indemnification.
11.1 By Client. Client shall indemnify, defend, and hold GRANTD and its affiliates, employees, officers, directors and agents, harmless from and against all suits, claims, charges and liabilities, and all associated losses, costs, damages and expenses, arising from any third party claim, suit or proceeding against GRANTD or its affiliates due to Client’s or any Authorized Users’ use of the Software and/or Services, its breach of this Agreement, or its gross negligence or willful misconduct.
11.2 By GRANTD. GRANTD shall indemnify, defend and hold Client and its Authorized Users, and their respective affiliates, employees, officers, directors and agents, harmless from and against all suits, claims charges and liabilities, and all associated losses, costs, damages and expenses, or at its option settle, any third party claim, suit or proceeding against Client and its Authorized Users based on aclaim that the Software (not including any Third Party Software) infringes any United States patent, copyright, trademark or trade secret. GRANTD may also, at its sole option and expense, (a) procure the right to continue using the affected Software consistent with this Agreement, (b) replace or modify the affected Software with reasonably equivalent software that does not infringe or, (c) terminate this Agreement if either (a) or (b) is not available on a commercially-reasonable basis.
11.3 Requirements. (a) GRANTD’s indemnity obligations are conditioned upon Client having updated to the latest version made available by GRANTD and Client not altering or combining the Software beyond what is permitted by this Agreement and Documentation (if such infringement would have been avoided but for such alteration or combination), in each case, to the extent applicable. (b) The indemnities in this Section are further conditioned upon (i) the indemnified party providing prompt notice of such claim or suit to the indemnifying party, (ii) the indemnifying party having sole control of such defense and/or settlement (provided that the settlement’s terms do not require any financial obligationor admission of wrong-doing by the indemnified party), and (iii) the indemnified party providing information andassistance as reasonably requested by the indemnifying party.
12. Limitation of Liability. (A) UNDER NO CIRCUMSTANCES SHALL A PARTY OR THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, AND AGENTS BE LIABLE TO THE OTHER PARTY, ANY END USER, OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. (B) EXCEPT IN RESPECT OF SECTIONS 9 AND 11.2, GRANTD’S AND ITS AFFILIATES’ MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT BE IN EXCESS OF THE TOTAL AMOUNT PAYABLE BYCLIENT TO GRANTD FOR SERVICES HEREUNDER DURINGTHE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
13. GRANTD IP Rights. Each party retains all rights in its pre-existing intellectual property. GRANTD and/or its affiliates own all right, title and interest in the Software, its source and object code, all enhancements, upgrades, updates, data and information inputted by GRANTD (or its affiliates), and derivatives thereof, and all Documentation, together with any developments, inventions, improvements, algorithms, models or other intellectual property created by GRANTD in connection with the Software and/or Services provided or conducted pursuant to this Agreement and any Statements of Work, Order Forms, attachments or supplements here to. GRANTD and/or its affiliates shall have the right to collect and analyze any anonymous and aggregated data or feedback and other informationrelating to the provision, use and performance of various aspects of the Software and/or Services and any related systems, information, and technologies (“Anonymous Data”), and GRANTD and its affiliates will own and be free to use such Anonymous Data (and any derivatives thereof) to improve and enhance its Software and/or Services and for other development, diagnostic and commercial purposes. Client owns all Client Contentand provides GRANTD a non-exclusive license to access and use the Client Content for the benefit of Client only as expressly authorized in this Agreement. Except as expressly set forth herein, nothing in this Agreement shall be construed as granting any implied licenses or rights to either party's intellectual property.
14. General
14.1 Notices. All notices to a party shall bein writing and sent to the addresses specified above or such other address as aparty notifies the other party, and shall be deemed to have been duly givenwhen received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Parties may update their notice addresses upon reasonable notice to the other Party.
14.2 Assignment. Neither this Agreement or any Order Form may be assigned or transferred without the other Party’s written consent (such consent not to be unreasonably withheld); provided that no such consent will be required for GRANTD or its affiliate to assign this Agreement or any Order Form to (i) an affiliate that is able to satisfy the obligations of the assignor under this Agreement oran Order Form, or (ii) a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of those assets to which this Agreement relates. This Agreement and any Order Forms shall inure to the benefit of each party’s successors and permitted assigns.
14.3 Subcontracting. GRANTD and its affiliates may, at their expense subcontract with any entity or person (each such subcontractor, a "Subcontractor") concerning the provision of any of the Services contemplated hereunder; provided, however, that GRANTD and/or its affiliates shall not be relieved of any of its obligations under this Agreement by the appointment of, and/ordelegation to, such Subcontractor and provided further, that GRANTD and/or itsaffiliates, as the case may be, shall remain responsible for ensuring that itsobligations under this Agreement are fulfilled. Nothing contained herein shall (i) create any contractual relationship between any Subcontractor and Client, or (ii) obligate Client to pay or causethe payment of any amounts to any Subcontractor.
14.4 Entire Agreement;Hierarchy. This Agreement, together with the Order Forms and all addenda, schedules, and exhibits, constitute the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. In the event of any express inconsistency between the Agreement and any Order Form, the Order Form shall prevail.
14.5 Export Laws. Both parties acknowledge and agree that the Services and technology subject tothis Agreement are subject to the export and re-export control laws and regulations of the United States and any applicable jurisdiction, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. Both parties will comply with these laws and regulations.
14.6 Governing law; severability. This Agreement shall be governed by the laws of the State of New York, excluding its conflict of laws rules, and the exclusive venue for any dispute arising hereunder shall be the state and federal courts in either Colorado or New York. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement.
14.7 Force majeure. Neither Party (the “Non-Performing Party”) shall be liable for or considered in breach of this Agreement due to, any failure or delay to perform any obligations under this Agreement if and to the extent that such failure or delay is (a) directly caused by an act of God or a public enemy, act of any military, civil or regulatory authority, fire, flood, earthquake, storm or other like event, power or other utility, labor problem not involving employees or personnel subject to the direct or indirect control of the Non-Performing Party or another event outside the Non-Performing Party’s reasonable control and (b) could not have been prevented by the Non-Performing Party had it taken reasonable precautions (an event meeting (a) and (b), a “Force Majeure Event”); provided, however, that upon the occurrence of a Force Majeure Event: (x) the Non-Performing Party will immediately notify the other party of the occurrence of such Force Majeure Event (describing thecircumstances causing such failure or delay of performance to a reasonable level of detail, and giving an estimate of when performance will recommence and(y) the Non-Performing Party shall perform (or recommence performing) its obligations as soon as, and to the extent, reasonably possible, including through the use of alternative sources, workarounds, and plans.
14.8 Not a joint venture. Nothing contained herein shall be deemed to constitute either party as an agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
14.9 Third Party Software. The Software may contain or consist of components which are licensed from third parties (“Third-Party Software”). In addition to the terms herein, Client’s use of the Third-Party Software is subject to and governed by the respective license terms of such Third-Party Software. Any Third-Party Software embedded or provided in connection with the Software may be used only in conjunction with the Software, the use of which is subject to this Agreement.
14.10 Audit. GRANTD shall have the right, once per year, upon reasonable prior written notice, during business hours at a time and date mutually agreed, to verify and audit Client’s compliance with the terms of this Agreement. Such audit shall besubject to Client’s reasonable policies and procedures pertaining to security or confidentiality. Alternatively, GRANTD may request that Client provide a written report, with reasonably sufficient detail, as to the number of users (if applicable) or other relevant metrics to verify compliance. GRANTD shall issue an invoice for any excess usage at the then-current rate for the Software. Not withstanding the foregoing, GRANTD may conduct an audit at any time during or within 1 year following the Term upon providing reasonable prior written notice if GRANTD has a good-faith, reasonable basis to suspect Client’s non-compliance with any term or condition of this Agreement, without the requirement of prior proof of breach. Any such audit shall be conducted at GRANTD’s sole cost and expense; provided. however, that if any such audit reveals that Client has failed to comply with any termor condition of this Agreement, then Client shall, in addition to promptly ceasing any such violation (and without limiting any of GRANTD’s rights orremedies) reimburse GRANTD for the cost and expense of such audit.
14.11 No Publicity. Nothing in this Agreement gives either party a right to use publicly the other party’s name, trademark(s), trade name(s) or refer to the existence or terms of this Agreement directly or indirectly without the other party’s prior written consent (email willsuffice). The parties acknowledge and agree that prior consents given by either party prior to the Effective Date are and will remain valid.
15. Certain Definitions. The following terms shall have the meanings set forth below when used in this Agreement:
(a)"Additional Services” shall mean any additional consulting, professional services, or other services as specifically described in each applicable Order Form or Statement of Work (SOW).
(b) “Authorized Users” means those individuals authorized by Client to use the Software in accordance with the terms of this Agreement, subject to further description or restrictions in the Order Form.
(c) “Client Content” means, if applicable, all data, information, and materials (i) uploaded to, or run on through, the Software, by Client and/or its Authorized Users, or (ii) retrieved or received by GRANTD from Data Providers.
(d) “Data Provider” means any record keeper, custodian, broker-dealer, or other third-party data source accessed at Client’s direction or on Client’s behalf in connection with the Services.
(e) “Documentation” means the documentation supplied with the Software or otherwise made available to Client under this Agreement, including, without limitation, the program instructions and user manuals for the Software referenced within the Software, as well as any help windows and read me files that are accessible from within the Software.
(f) "Enhancements" means all modifications, improvements, derivative works of or revisions to the Software including, without limitation, those expanding its functionality or improving its performance commonly known as upgrades or updates.
(g) “Services” shall mean the Software, if applicable, and any Additional Services set forth in the applicable Order Form or SOW.
(h) "Software" means, subject to the Order Form, the commercial versions of software product/s, in object codeform only (and accompanying Documentation, if applicable), including any application programming interface and related software, identified in this Agreementand any Order Form incorporated herein, including all Enhancements there to, and made available by GRANTD or its affiliates to Client and/or its Authorized Users as part of the Software.
(i) “Term” shall mean the Term and any Renewal Term inrespect of each Order Form between the Parties.
Updated March 30, 2026
