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TERMS OF USE

By accessing www.pitchbook.com website or using a PitchBook mobile application,
you agree with PitchBook Data, Inc., that you will comply with these terms of
use (this “Agreement”). For the purposes of this Agreement, “Subscriber” means
either (A) the entity that entered into an Order Form or Subscription Agreement
with PitchBook and made you an Authorized user under that agreement, or (B) you,
if you are not accessing PitchBook’s site or applications on behalf of an entity
that made you an Authorized User under their agreement with PitchBook.  If you
are an Authorized User and the Subscription Agreement or Order Form under which
you are an Authorized User provides for additional or different rights for your
use, those terms providing for additional rights will prevail over the terms of
this Agreement.


1. Services

1.1. Site & Applications
PitchBook provides data (the “Services”) via its website located at
www.pitchbook.com (the “Site”). Additionally, an Authorized User under a
subscription agreement may be given access to one or more PitchBook software
applications (each, an “Application”) for the purpose of accessing the content
of the Site (the “Content”) through that Application. For the purposes of this
Agreement, “Content” also includes any written reports sold or otherwise
delivered to Subscriber as well as any information Subscriber receives from
PitchBook analysts, regardless of how that information is communicated to
Subscriber. PitchBook may suspend, disable or terminate your access to the
Services, Site, Application, or Content.

1.2. Trial Access
If PitchBook agrees to provide trial access, such access may be limited to
certain subsections of Content.

1.3. Updates
PitchBook may modify the Services, Site, Applications, or Content at any time.

1.4. Effective Date
This Agreement is effective upon your use of the Site or Applications.


2. Users

2.1. Requirements for Use
The Site, Applications and Content may only be accessed through valid login
credentials issued to you by PitchBook. You must register for a single user
account using a unique username and password or SSO and complete the
registration process by entering your general contact information in the “My
Account” section of the PitchBook Site or Application including current,
complete and accurate information as prompted by the form. By using the Site or
Applications you agree that you have read, understood, and consented to the
terms of the PitchBook Privacy Policy (“Privacy Policy”), which is available for
your review on the Site. PitchBook may amend the Privacy Policy at any time
without notice, and the amended Privacy Policy will be posted on the Site. 

2.2. Responsibility for Use
Your account username and password are solely for your individual use to access
the site and you may not permit anyone else to use them or your account. You are
responsible for all use of the Applications, Site, Services, and Content
accessed through your account (including any illicit use of your user ID or
password) and for preventing such unauthorized use. 

2.3. Reporting Unauthorized Use or Access
If you believe there has been unauthorized access or use of the Applications,
the Site or any Content through your account credentials, you must notify
PitchBook immediately by emailing sales@pitchbook.com.

2.4. Requirements for Use
An “Authorized User” is an employee of Subscriber who is a natural person, who
works within the organization listed on the order form, and who is designated by
Subscriber as a user under this Agreement. All Authorized Users must: (A)
complete the Site registration process using a unique Site username and password
or SSO; (B) only access the Services using SSO or an email address at the
Subscriber’s Internet domain; (C) agree to the Site terms of use (the “Terms of
Use”); and (D) only use the Site, Applications, Content, and Services on behalf
of Subscriber. If a term in the Terms of Use conflicts with a term of this
Agreement, the term contained in this Agreement will control.


3. Allowed Usage

3.1. Use for Internal Business Operations
The Services and Content may only be used for the purposes of Subscriber’s
internal business operations. An Authorized User may view, download, and
manipulate the Content for Subscriber’s internal business operations.

3.2. Use of Content in Presentations and Reports
Authorized Users may incorporate data from the Content into presentations and
reports (Subscriber’s “Work Product”) so long as (A) the quantity of data
incorporated from the Content into the Work Product has no independent
commercial value and is not separately marketable by PitchBook or Morningstar;
(B) the Work Product is not issued on behalf of a third party; (C) the Work
Product is not published to more than 500 individuals without the prior written
consent of PitchBook, which consent will not be unreasonably withheld; and (D)
the incorporated Content contains the following source attribution: Source:
PitchBook Data, Inc. PitchBook retains sole ownership over any Content
incorporated into the Work Product. If PitchBook assists Subscriber in the
creation of Work Product, Subscriber may be charged additional fees as agreed to
in writing by PitchBook and Subscriber in a separate Order.

3.3. Printing & Downloading
An Authorized User may print or download and store the amount of Content
authorized in the Order only. However, Subscriber may not use such printing and
downloading to compile more than an insubstantial portion of the PitchBook
database.


4. Prohibited Usage

4.1. No Uses Competitive with PitchBook
Subscriber agrees not to use the Content in furtherance of a Competitive
Product. A “Competitive Product” is a product or service that provides customers
with data that is substantially similar to data marketed and licensed by
PitchBook at of the Effective Date. The Content may not be used for any
competitive analysis of how PitchBook’s products and services compare to a
Competitive Product being offered or developed by Subscriber.

4.2. Limitation on Distribution
Except as explicitly allowed under Section 3 or the terms of an Order,
Subscriber may not transfer, sell, rent, distribute, display, or otherwise
disclose any portion of the Services, Site, Content, or Applications to anyone.

4.3. No Technological Attacks or Scraping
Subscriber may not use or attempt to use any deep-link, scraper, robot, bot,
spider, data mining, computer code or any other device, program, tool,
algorithm, process or methodology to systematically access, acquire, copy, or
monitor any portion of the Content or Site. Additionally, Subscriber may not
modify, decompile, decrypt, disassemble or reverse engineer any portion of the
Services, Site, or Applications. Further, Subscriber will not use the Content in
conjunction with any machine learning, neural network, deep learning, predictive
analytics or other artificial intelligence computer or software program. If
Subscriber collects data from the Site in violation of this Section 4.3,
Subscriber agrees to promptly, upon receipt of invoice, delete such data and pay
150% of the then-current direct data pricing for such data.

4.4. Unauthorized Access
Subscriber may not­—through hacking, password mining, or any other means—violate
the security of the Site or any Application or attempt to gain unauthorized
access to the site, Content, or PitchBook’s computer systems. Authorized Users
may not share their password or other login credentials to the Services.

4.5. No Violations of Third-Party Intellectual Property
Subscriber may not use the Site, Services, or any Content in a manner that
infringes or violates the intellectual property or proprietary rights of
PitchBook or any third party, including, without limitation, the rights of
privacy and publicity.

4.6. No Use in Third-Party Databases
Subscriber may not input any Content into a customer relationship management
application or any other third-party database.

4.7. No Use in Violation of Laws
Subscriber may not use the Site or Content in any manner that is unlawful or
that harms PitchBook. Additionally, Subscriber may not use the Site or Content
in any way that is fraudulent, false, or deceptive.

4.8. No Offering of Securities
Subscriber may not use the Services, Site, or Applications in such a way as to
be deemed to be engaging in the offering or solicitation of investments in
securities or to be using the Services, Site, or Applications for any other
improper investment purposes.

4.9. No Use for Credit or Employment Eligibility
Subscriber may not use the Content as a factor in establishing an individual’s
eligibility for employment, or for credit or insurance to be used primarily for
personal, family, or household purposes.

4.10. Fund Prior Performance Data
Subscriber represents to PitchBook that Subscriber is an accredited investor
within the meaning of SEC Rule 501(a)(1), (2), (3), (7), or (8) of Regulation D.
Subscriber will promptly notify PitchBook if Subscriber ceases to qualify as an
accredited investor under Rule 501(a)(1), (2), (3), (7), or (8). If Subscriber
uses the Services to access any fund’s prior performance data, Subscriber will
not, within 30 days of the Effective Date, purchase securities from an
investment fund that has prior performance data on PitchBook unless: (a)
Subscriber has previously invested in or been solicited by that fund; (b)
Subscriber had a substantive pre-existing relationship (as defined in C&DI
Question 256.31 and C&DI Question 256.29) with that fund prior to purchasing
that fund’s securities; or (c) Subscriber is actively considering an investment
in that fund prior to the Effective Date.   

4.11. PitchBook Intellectual Property Marks
Subscriber must not remove or obscure the copyright, trademark, service mark, or
other notices contained in the Site, Services, Applications, or Content,
regardless of whether such notices relate to rights possessed by PitchBook or
its parent company Morningstar, Inc. (“Morningstar”) or any affiliate of
Morningstar. Subscriber may not use the trademarks, service marks, logos, or
other proprietary identifiers of PitchBook, Morningstar, affiliates of PitchBook
or Morningstar, or PitchBook or Morningstar suppliers without prior written
consent.     
     
4.12. Professional Conduct
Subscriber must treat PitchBook employees with a reasonable level of cordiality
and professionalism.


5. Payment Terms

5.1. Fees
Subscriber will pay all fees listed in the relevant Order (“Fees”). The Fees
only apply with respect to the term provided in the Order. PitchBook may change
the Fees for any Renewal Term (as defined below) upon notice to Subscriber no
later than 45 days prior to the then-current anniversary of the Effective Date.
Unless provided otherwise, all amounts paid under this Agreement are
non-refundable.

5.2. Timing of Payment
Subscriber will pay all Fees contained on an Order within 15 days following the
Effective Date. If the Agreement is automatically renewed, Subscriber will pay
all Fees for renewal terms on each anniversary of the Effective Date during the
Term. If such payment is not timely made, PitchBook may suspend Subscriber’s
access to the Site, Applications and Services. Unpaid Fee balances will accrue
interest at the rate of 1.5% per month.

5.3. Taxes
Subscriber is solely responsible for all applicable sales, use, and other taxes
or similar charges or duties incurred in connection with this Agreement
(collectively, “Taxes”). Subscriber will promptly reimburse PitchBook if
PitchBook is required to pay any Taxes for which Subscriber is legally
responsible. Despite the previous two sentences, PitchBook remains solely liable
for any taxes assessed on its net income.


6. Reservation of Rights
Except as detailed below in this Section 6, all rights—including all copyrights
and other intellectual property rights—in the Services, Site, Content, and
Applications, belong to PitchBook or PitchBook’s suppliers. Unless expressly
provided otherwise, nothing in this Agreement is to be construed to grant
Subscriber any license or right to the Site, Services, Applications, or Content.

6.1. Derivations of Content
PitchBook does not claim an ownership interest in derivations of Content that an
Authorized User creates through authorized use of the Services if such derived
work is sufficiently transformed so that any Content on which it is based or
that forms one or more inputs into it cannot be readily understood, reverse
engineered, disassembled or decompiled by someone reasonably knowledgeable of
financial services or reasonably skilled in financial services software
applications.

6.2. Subscriber Data
PitchBook does not claim an ownership interest in any data or content not
originally sourced from PitchBook, its affiliates, or any of their suppliers,
that is separately uploaded by Subscriber or its Authorized Users onto the Site
(“Subscriber Data”). Subscriber grants PitchBook a license to display Subscriber
Data to Subscriber’s Authorized Users as needed to provide the Services.


7. Notes and Files Functionality
If activated, the Site’s Notes and Files functionality provides individual
Authorized Users with the ability to upload Subscriber Data for use by
Subscriber’s Authorized Users. PitchBook has no control over the content of any
Subscriber Data and accepts no responsibility for its accuracy, completeness, or
timeliness. Subscriber grants PitchBook a limited license to display the
information to Subscriber’s Authorized Users. Additionally, Subscriber remains
solely responsible for any use it makes of the Subscriber Data, and for ensuring
that the Subscriber Data complies with all applicable laws and regulations and
does not violate the rights of any third party.


8. Term
This Agreement will commence on the Effective Date and will terminate at the end
of a trial or if no Order is in effect. If a new Order is agreed to after the
termination of this Agreement, this Agreement will be reinstated unless
otherwise agreed.


9. Termination

9.1. Termination for Breach
PitchBook may terminate this Agreement if you breach this Agreement.

9.2. Effect of Termination
Upon termination of this Agreement, you must promptly expunge any Content you
have in your possession and immediately discontinue use of the Services, Site,
Applications, and Content. Sections 2, 3, 4, 5, 6, 8, 10, 11, 12, 13, 14, 15,
18, 19, 20, 26, and 27 will survive the termination of this Agreement.


10. Representations and Warranties

10.1. Subscriber’s Representations and Warranties
Subscriber represents and warrants to PitchBook that Subscriber has the
necessary authority to enter into and perform its obligations under this
Agreement and that this Agreement has been duly authorized and executed by
Subscriber.

10.2. General Disclaimer of Warranties
The Site, Services, Applications, and Content are provided to Subscriber on an
“As-Is” and “As Available” basis. Except as expressly stated in this Agreement,
there are no representations or warranties about the nature or quality of the
Site, Services, Applications, or Content. PitchBook has not and cannot make any
guarantee that the Content is an accurate reflection of real-world facts.

10.3. Subscriber’s Assumption of Risk
Any decisions Subscriber makes on the basis of the Site, Services, Applications,
or any Content are made solely at its own risk. PitchBook has no responsibility
or liability arising from such decisions.

10.4. Disclaimer of Specific Warranties
PitchBook makes no warranty, express or implied, as to the accuracy of the
Content, the results that may be obtained as a result of using the Site,
Services, Application, or Content, and PitchBook expressly disclaims any
condition of quality and implied warranties of title, non-infringement,
accuracy, merchantability, or fitness for a particular purpose. PitchBook also
disclaims any warranties arising through course of dealing or usage of trade.
Subscriber represents that it has not relied upon any warranty or representation
made by PitchBook except as specifically stated in this Agreement. No part of
this Section 13.4 is intended to limit the general nature of Section 13.2.


11. Indemnification

11.1. Subscriber’s Promise to Indemnify
Subscriber will defend and indemnify PitchBook from any third-party claims,
costs, reasonable attorneys’ fees, damages, or other liabilities that arise out
of Subscriber’s unauthorized use or disclosure of the Site, Services,
Applications, or Content. For the purposes of this Section 14.1, “PitchBook”
includes any directors, officers, employees, or agents of PitchBook.

11.2. Procedures
PitchBook will (A) promptly notify Subscriber of any claim that would trigger
the indemnification obligation in Section 14.1, (B) assist Subscriber, at
Subscriber’s expense, in the defense and settlement of the claim, and (C)
refrain from settling the claim without Subscriber’s prior written consent so
long as Subscriber doesn’t unreasonably withhold or delay such consent.
PitchBook can select its legal representation for defense of the claim.


12. Limitation of Liability

12.1. No Liability for Fault with Content
Except as expressly agreed otherwise in this Agreement, (A) the Content is
provided “as-is” and “as available,” and (B) PitchBook will not be liable for
any damages incurred by Subscriber that result from Subscriber’s use of the
Content.

12.2. Categorical Limitation on Damages
Except for (A) Subscriber’s indemnification obligations under this Agreement,
(B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s
liability if it breaches the promises contained in Section 11, and (D)
Subscriber’s willful misconduct or gross negligence, under no circumstances will
either party be liable for any indirect, incidental, special punitive,
exemplary, or consequential damages with respect to this Agreement. This
categorical limitation on damages applies even if such damages could have been
foreseen or prevented.

12.3. Limitation on Liability
Except for (A) Subscriber’s indemnification obligations under this Agreement,
(B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s
liability if it breaches the promises contained in Section 11, and (D)
Subscriber’s willful misconduct or gross negligence, under no circumstances will
either party be liable to the other party in excess of the amount of Fees
actually paid by Subscriber to PitchBook under this Agreement within the 12
months preceding the liability-causing events.


13. Securities Matters

13.1. No Offer of Securities
The Site, Services, Application, and Content are for informational purposes
only. Nothing in the Content constitutes, and nothing in the Content should be
construed as: (A) a solicitation or offering of any investment or securities or
a recommendation to acquire or dispose of any investment or security; or (B) the
provision of any financial, tax, legal, or other advice.

13.2. No Investment Advice
Nothing in the Site, Services, Application, or Content will be deemed to
constitute: (1) information that specifically addresses any specific
individual’s investment objectives, financial situation, or the particular needs
of any specific person who may receive the Services or Content; (2) establishing
an advisory relationship; or (3) a transaction in securities for the account of
others.

13.3. Independence
None of PitchBook’s directors, officers, employees, or agents (A) acts on behalf
of any other entity in providing information in the Content, (B) is paid to
market securities to investors, (C) participates in negotiations between an
entity providing information in the Content and any investor, (D) handles any
money or securities in transactions between investors and any entity providing
information in the Content, or (E) assists any entity providing information in
the Content with the completion of any securities transactions between such
entity and an investor.


14. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of this Agreement, and this Agreement supersedes any prior
agreement between the parties with respect to the subject matter of this
Agreement.


15. Waiver
For a party to waive its rights under this Agreement, such waiver must be in
writing. Any waiver will be construed as narrowly as reasonably possible.


16. Choice of Law
This Agreement will be construed and enforced in accordance with the laws of the
State of Washington, without reference to its choice of law principles.


17. Jurisdiction & Venue
The parties will resolve any disputes related to this Agreement in the state or
federal courts located in King County, Washington. Each party consents to the
jurisdiction of these courts and irrevocably waives any objection to resolving a
dispute related to this Agreement in these courts.


18. Waiver of Class Action
Except as otherwise specifically prohibited by applicable law, all disputes
arising from or related to this Agreement will be adjudicated on an individual
basis and not in a class or representative action or as a member of a class,
mass, consolidated or representative action, irrespective of the forum in which
such disputes are heard. Subscriber will not join any of its claims related to
this Agreement with the claim or claims of any other person or entity.


19. Excuses for Failure to Perform
Neither party will be liable for any failure or delay in the performance of its
obligations under this Agreement if such failure or delay is directly caused by
unforeseen events beyond the party’s control.


20. Links to Third-Party Sites
The Site may contain links to other web sites (“Linked Sites”). The Linked Sites
are not under the control of PitchBook and PitchBook is not responsible for the
contents or operation of any Linked Site. PitchBook provides these links only as
a convenience, and the inclusion of any link does not imply endorsement by
PitchBook of the Linked Sites or any association with its operators.


21. Relationship of the Parties
Nothing in this Agreement will be construed to create a partnership or joint
venture between the parties.


22. Export Control Compliance
Subscriber will comply with all relevant export and trade control laws,
regulations, or requirements of the United States and other relevant
jurisdictions, including, without limitation, the U.S. Export Administration
Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and
embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature
of the previous sentence, Subscriber will comply with all relevant laws
governing Subscriber’s purchase, receipt, use, disclosure, or re-export of any
goods (including any hardware, software or technology) provided to it under this
Agreement.

 


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