Terms and Conditions

General

These terms and conditions ("Terms and Conditions") supplement and are part of the Service Agreement between NAV Consulting, Inc. d/b/a NAV Fund Administration Group or any of its affiliates ("NAV," "we" or "us") and its customers (each, a "Client" or "You").

In these Terms and Conditions, Service Agreement means a written agreement between NAV and a Client whereby the Client engages NAV to provide the Services and containing the terms and conditions governing said engagement.

Acceptance

The Terms and Conditions may be revised and updated from time to time on the website. All changes to the Terms and Conditions are effective immediately when posted and apply to all of Client's access to and use of the Services thereafter. Client's continued use of the Services following the posting of revised Terms and Conditions means that Client accepts and agrees to the changes. Client is expected to check the website each time Client accesses the Services so Client is aware of any changes which are binding on Client.

Intellectual Property

To the extent that Output contains Intellectual Property, upon receipt of payment for the Services, NAV hereby grants to Client an irrevocable, world-wide, royalty-free, non-exclusive, nontransferable license to use such Intellectual Property only to the extent necessary for Client's internal use of the Output. Client's license to use any such Intellectual Property as described in the preceding sentence shall be limited to Client's own benefit and excludes any rights to transfer Intellectual Property to others or to use such Intellectual Property to provide services for others in competition with NAV. Accordingly, Client shall not copy, reproduce, publish, broadcast, share, disclose, or distribute to third parties such Intellectual Property, and shall remove, redact, or otherwise mask such Intellectual Property from the Output prior to copying, reproducing, publishing, broadcasting, sharing, disclosing, distributing the Output to third parties. Notwithstanding anything in the foregoing, Client shall not be obligated to remove NAV's logos from the Output before providing the Output to third parties.

For the purposes of the above paragraph capitalized terms shall have the meaning given in the Service Agreement.

Third-Party Data

Client acknowledge that some Services may be based on, derived from, or include certain data of third-parties ("Third-Party Data") who license the data to NAV ("Third-Party Licensors"). In connection with your access and use of the Third-Party Data, you acknowledge and agree to: (i) comply with all laws, rules and regulations applicable to accessing and using Third-Party Data, (ii) cease all use of and delete and purge all Third-Party Data upon the termination of your relationship with NAV to receive the services from NAV, (iii) not use the Third-Party Data for any purpose independent of the services provided to you by NAV (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 your internal use)), (iv) use the Third-Party Data only internally, (v) permit audits of your use of the Third-Party Data by the Third-Party Licensors, their affiliates or, at your request, a mutually agreed upon third-party auditor (provided that the costs of an audit by a third party shall be borne by you), (vi) if you are located in Australia, you represent, warrant and covenant that you are a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act, (vii) exculpate Third-Party Licensors, their affiliates and their respective suppliers from any liability or responsibility of any kind relating to your receipt or use of the Third-Party Data and resultant data (including expressly disclaiming all warranties).