HFR Index Subscriptions

HFR MASTER S LICENSE AGREEMENT

This HFR Master License Agreement (“Master License Agreement”) is between HFR Holdings, LLC and Customer (as defined below) and governs the terms and conditions of use of the HFR Products by Customer and its Authorized Users (as applicable).

1. Definitions.
   • “AAA” means the American Arbitration Association.
   • “Accredited Investor” means a person or entity who qualifies as an “accredited investor” under Rule 501 of Regulation D of the United States Securities Act of 1933, as amended
   • “Accredited Investor Form” means the form in the applicable Schedule whereby Customer certifies that it is an Accredited Investor.
   • “Affiliate” means an entity that is both (i) directly or indirectly, through one or more intermediaries, controlled by Customer, and (ii) listed on an Order Form or applicable Schedule, in each case where the term “control” means possession of the power to direct or cause the direction of the management and policies of an entity, through ownership of more than 50% of the outstanding voting securities or otherwise.
   • “Agreement” means this Master License Agreement and all Order Forms entered into by Customer and HFR.
   • “Authorized Users” means (i) with respect to the HFR Index Datasets, the entities and/or persons listed on the applicable Schedule, if any, and the employees of Customer, all of which analyze the HFR Index Dataset for internal research purposes of Customer, generate Resultant Data and/or are involved in the operational support of the HFR Index Dataset, (ii) with respect to the HFR Databases, the employees of Customer who (x) have been provided a copy of this Agreement, (y) are bound by its provisions as a term of their employment, and (z) are listed on the applicable Schedule, (iii) with respect to the HFR Peer Universe Reports, the employees of Customer who (x) have been provided a copy of this Agreement, and (y) are bound by its terms as a term of their employment, and (iv) with respect to the HFR Industry Reports, no more than ten (10) employees of Customer who (x) have been provided a copy of this Agreement, and (y) are bound by its terms as a term of their employment.
   • “Custom Index” means the index to be created by HFR for use by Customer as described in the applicable Schedule, if any.
   • “Customer” means the party to this Agreement set forth in the Order Form(s) as the purchaser of HFR Products.
   • “Customer Data” means Customer’s fund performance data provided by Customer to HFR for the purpose of creating HFR Peer Universe Reports.
   • “Delivery Formats” means the formats in which the HFR Databases are made available to Authorized Users listed on the applicable Schedule.
   • “Derived Data” means calculations and statistics commonly used in the alternative investments industry, including but not limited to annualized rates of return, standard deviations, Sharpe ratios, correlations, R2, Alpha and Beta that (i) only Authorized Users may produce using the HFR Databases and (ii) do not reveal any Descriptive Information.
   • “Descriptive Information” means descriptive information about the HFR Indices and investment products and vehicles contained in the HFR Databases, including but not limited to the names of the HFR Indices, firms, funds, principals and the corresponding telephone numbers, email addresses, addresses, and assets under management.
   • “Dispute” has the meaning set forth in Section 17
   • “Financial Market Reports” means internal and external publications, presentations, white papers and market research studies of Customer, in all formats and media, whether existing or hereafter created, that address investing and market performance in general and do not market any specific investment products or vehicles.
   • “Fund” means the investible product that is the subject of the HFR Peer Universe Report(s).
   • “HFR” means HFR Holdings, LLC, a wholly owned subsidiary of HFR, Inc.
   • “HFR Application” means the HFR software application(s) through which the HFR Databases are made available to Authorized Users.
   • “HFR Data” means the proprietary compilation of descriptive information about and periodic performance of the investment products and vehicles contained in the HFR Databases.
   • “HFR Databases” means the proprietary and confidential HFR databases set forth on the applicable Schedule that are comprised of HFR Data and certain HFR Indices.
   • “HFR, Inc.” means the owner of the intellectual property in the HFR Products.
   • “HFR Indices” means the (i) proprietary financial indices created and owned by HFR, including the Custom Index (if any), (ii) underlying data showing the monthly and yearly performance of each index, (iii) name of and ticker symbol (if applicable) for each index, (iv) description of each index, and (v) if applicable, the corresponding HFR Index Datasets.
   • “HFR Index Dataset” means the historical and ongoing data pertaining to the Licensed HFR Indices described on the applicable Schedule.
   • “HFR Industry Reports” means the reports created by HFR providing general statistics on the growth and performance of the hedge fund industry, as defined by HFR.
   • “HFR Marks” means the following marks of HFR: HFR, HFRI, HFRX, HFRU, HEDGE FUND RESEARCH, HFR.COM, WWW.HEDGEFUNDRESEARCH.COM and the names of and ticker symbols (if applicable) for the HFR Indices.
   • “HFR Peer Universe Database” means HFR’s internal database of fund performance data.
   • “HFR Peer Universe Report” means the report(s) generated by HFR comparing the Customer Data to the HFR Peer Universe Database as further described in an applicable Schedule.
   • “HFR Products” means the Licensed HFR Indices, HFR Databases, HFR Industry Reports HFR Strategy Weights Data, and the HFR Peer Universe Report(s) individually and collectively, that Customer elects to purchase on an Order Form.
   • “HFR Strategy Weights Data” means the dataset of historical strategy weightings of various HFR Indices, segmented by main strategy and other classifications.
   • “Initial Term” means the period of time beginning on the date on which Customer’s subscription commences and ending as specified on the Order Form(s).
   • “License Fee” means the license fee(s), set forth on the Order Form or applicable Schedules, or as adjusted for a Renewal Term, to be paid by Customer in exchange for the licenses granted in this Agreement.
   • “Licensed HFR Indices” means the HFR Indices set forth on the applicable Schedules and the other HFR Indices delivered to or accessed by the Authorized Users pursuant to this Agreement.
   • “Licensee” means Customer, Affiliates, Authorized Users, and Service Providers, collectively, and as applicable.
   • “Limited HFR Data” means limited portions of data extracted from the HFR Index Dataset and/or HFR Data that (i) have no independent commercial value, (ii) could not be used as a substitute for any service or financial product, or any part thereof, provided by HFR, and (iii) are not separately marketed by HFR.
   • “Order Form” means the order form entered into by Customer that specifies the HFR Products purchased by Customer, including all related Schedules.
   • “Peer” means a member of a category of funds with characteristics similar to the Fund, as determined by HFR.
   • “Platform” means the software platform or other means set forth in an applicable Order Form or Schedule by which the Authorized Users access the Licensed HFR Indices.
   • “Platform Access Fee” means the fees set forth in an applicable Schedule for granting Customer access to the HFR Indices through the Platform(s).
   • “Registered Investment Adviser” and “RIA” mean a Customer or Authorized User who is engaged in the investment advisory business and is registered as investment adviser with (i) the U.S. Securities & Exchange Commission, (ii) the state(s) in which the Authorized User or Customer operates or (iii) the non-US government financial regulatory authorities in the jurisdictions in which the Authorized User or Customer operates.
   • “Renewal Term” means the duration of a subscription to the HFR Products after the Initial Term as indicated by the duration of the Initial Term on the applicable Order Form or Schedule.
   • “Resultant Data” means the output data created by Licensee from its calculations, manipulations, analyses and/or other processes performed using HFR Data.
   • “RIA Client Notification Form” means the document contained in the applicable Schedule regarding RIA requirements.
   • “RIA Materials” means custom reports, presentations and materials in all formats and media, whether now existing or hereafter created, that (i) RIA specifically prepared for particular identifiable clients of RIA, (ii) contain Limited HFR Data on no more than twenty (20) investment vehicles or products, (iii) are marked “CONFIDENTIAL” and (iv) the RIA presents to the client only on a one-to-one confidential basis.
   • “Service Provider” means an entity or person that is both (i) solely involved in providing Customer or an Affiliate with operational support in accessing or utilizing the HFR Index Dataset and (ii) listed on the applicable Schedule.
   • “Schedule” means an attachment to the Order Form that is specific to an HFR Product purchased by Customer.
   • “Term” means the Initial Term and, if applicable, all Renewal Terms, collectively.
   • “Third Party Provider” means the third party company/ies listed on the applicable Order Form or Schedule that provides the software application through which Authorized Users will access the HFR Databases.

3. Term, License Fee and Access to HFR Products.
   • Except for the HFR Peer Universe Report, the Initial Term of this Agreement, as to each Order Form, shall commence when HFR or Third Party Provider (if applicable) activates Customer’s subscription to the HFR Product(s) and ends as specified on the applicable Order Form or Schedule. Upon HFR’s receipt of (i) a fully executed Order Form, (ii) the Accredited Investor Form (for HFR Databases) and (iii) payment of the License Fee and Platform Access Fee (if applicable) for the Initial Term by Customer, HFR or the Third Party Provider will activate Customer’s subscription by making the HFR Product(s) available to Customer through the Platform specified on the applicable Schedule or to the Authorized User(s) via the Delivery Formats specified on the applicable Schedule. The Initial Term of this Agreement as to the HFR Peer Universe Report shall begin upon HFR’s receipt of (i) a fully executed Order Form, (ii) payment of the License Fee, and (iii) receipt of the Customer Data.
   • Updates to the HFR Databases shall be made available to Third Party Providers and through the HFR Application(s) at least three (3) times per month during the Term. It shall be Third Party Providers’ responsibility to incorporate the updates into their respective systems.
   • Upon expiration of the Initial Term of each Order Form, this Agreement shall continue for successive terms equal to the Initial Term (each, a ”Renewal Term”), unless Customer notifies HFR, at least thirty (30) days prior to the expiration of the Initial Term, or applicable Renewal Term, that Customer does not wish to enter into a Renewal Term for that Order Form. At least forty-five days prior to expiration of the Initial Term or any Renewal Term, HFR shall advise Customer of the then-current subscription rates for the HFR Products if they have increased more than the greater of 3% or the one year percentage increase in Core CPI. Additionally, prior to the commencement of each Renewal Term, HFR shall invoice Customer the License Fee for the upcoming Renewal Term, and payment of the License Fee and Platform Access Fee (if applicable) shall be due in accordance with the terms set forth on the invoice.
   • Subject to the termination provisions in Section 16(b) below, no portion of the License Fee is refundable once the HFR Product(s) has been delivered to the Authorized User(s) during the Initial Term or a Renewal Term.
   • If a Third Party Provider through which the Authorized User(s) accesses the HFR Products ceases to provide a Delivery Format during the Term of this Agreement, then HFR shall make the HFR Products available to Authorized Users through another Delivery Platform and/or an HFR Application.
4. HFR’s Grant of License to Customer. Subject to the terms and conditions of this Agreement and to the extent permissible by all laws and regulations applicable to Customer, HFR hereby grants to Customer, a non-exclusive, non-transferable, limited license, without the right to grant sublicenses, solely to:

• Use the Licensed HFR Indices only as set forth in the applicable Schedule;
• Have its Authorized Users access or download the HFR Products from the Delivery Format(s);
• Have its Authorized Users conduct internal research for Customer using the contents of the HFR Products;
• Have its Authorized Users create Derived Data;
• Publish Derived Data in RIA Materials and Financial Market Reports, only if allowed in the applicable Schedules;
• Use Limited HFR Data in RIA Materials, only if allowed in the applicable Schedules;
• Use the HFR Peer Universe Report(s) and HFR Industry Reports solely as set forth in the applicable Schedules; and
• Use the marks “HFR,” “HEDGE FUND RESEARCH,” and “WWW.HEDGEFUNDRESEARCH.COM” solely to identify HFR, Inc., as the source of the Licensed HFR Indices and the Limited HFR Data used in RIA Materials and the Limited HFR Data used in creation of the Derived Data published in RIA Materials and Financial Market Reports.

5. Customer’s License Grant to HFR (Peer Universe Reports).
   • If Customer has elected to purchase HFR Peer Universe Report(s) on an Order Form, Customer hereby grants HFR a non-exclusive, non-transferable, royalty-free license to store, process, analyze, and compare Customer Data to the HFR Peer Universe Database solely for the purpose of creating the HFR Peer Universe Report(s).
   • Customer hereby grants to HFR a non-exclusive, non-transferable, royalty-free license to incorporate the Customer Data into the HFR Peer Universe Database for use in creating the HFR Peer Universe Report(s).
   • To the extent that Customer opts in on the applicable Order Form or Schedule, Customer also hereby grants to HFR a non-exclusive, non-transferable, royalty-free license to incorporate the Customer Data into the HFR Database for use by HFR in addition to creating the HFR Peer Universe Report(s), including distribution to HFR customers (all of whom qualify as accredited investors).
   • Customer shall provide the Customer Data to HFR in a format and by a means specified by HFR, both of which may be updated in HFR’s discretion.
6. Marking Requirements. Licensee shall mark all materials containing a Licensed HFR Index or Limited HFR Data to identify HFR as the source of such Licensed HFR Index and/or Limited HFR Data. Without limiting the generality of the foregoing, HFR must be identified legibly as the source of the Limited HFR Data used in RIA Materials and the Limited HFR Data used in creation of the Derived Data published in RIA Materials and Financial Market Reports.  Customer shall use, at a minimum, the following legend to identify HFR, Inc. as the source:

SOURCE:  HFR, Inc. www.hfr.com

The HFR Indices are being used under license from HFR Holdings, LLC,, which does not approve of or endorse any of the products or the contents discussed in this these materials.

6. Restrictions on Use.
   • RIA Materials. Before distributing any RIA Materials, the RIA and the RIA’s client must comply with the requirements set forth in the RIA Client Notification Form.  The RIA shall not present to any single client more than twenty (20) investment products or vehicles obtained from the HFR Products each month.
   • Prohibited Uses of HFR Products. Customer is strictly prohibited from:
     • (i) Allowing any person who is not an Authorized User to have access to the HFR Products;
     • (ii) Using any HFR Product, or portion thereof, Derived Data or the HFR Marks:
       • in the creation, operation, marketing, promotion of, or in association with any financial product, index or service that seeks to (1) replicate, track, match, correlate, link, outperform or underperform the performance of, or whose capital and/or income is related to any HFR Index, or any part thereof, investment strategy or investment product or vehicle contained in the HFR Products or (2) provide broad-based exposure to the hedge fund industry;
       • to use as a comparison or relative benchmark to any investment product or vehicle;
       • to create a financial index or populate any financial index dataset;
       • to populate or compile databases or commercial data compilations to be sold, licensed or distributed to any third party;
       • to promote, market or endorse, or to create the impression that HFR endorses, approves of or is connected to any an investment vehicle, product or service marketed, promoted, distributed, offered or sold by or on behalf of Customer (or any Licensee); or
       • for or in connection with any activity, product or service not expressly permitted in this Agreement (including all Schedules).
   • Exception for HFR Peer Universe Reports. The restriction on use in Section 6(b)(ii)(B) does not apply to HFR Peer Universe Reports.
   • Exception for HFR Industry Reports. Notwithstanding the foregoing, if Customer subscribes to HFR Industry Reports, Customer may copy or quote limited amounts of the HFR Industry Reports in external documents only if such uses do not have the purpose or effect of eliminating the recipient’s need to purchase the HFR Industry Reports.  All or part of the HFR Industry Reports may be used in public presentations, provided that such presentations will not be made available in hard copies or via the Internet or other electronic means without prior written permission from HFR. In all cases, the components of the HFR Industry Reports must be attributed to HFR by means of a notice that substantially states:  “Source: HFR Industry Reports, © HFR, Inc., 2024, HFR.com.”
   • HFR Index Strategy Weights Data. Notwithstanding the foregoing, if Customer subscribes to HFR Indices Strategy Weights Data, HFR grants the Customer the non-exclusive and non-transferable right to download the compilations of data, tables, graphs, charts included with the HFR Index Strategy Weights subscription (the “SW Content”) for the duration of the subscription. Customer will not redistribute or otherwise use the SW Content for the benefit of third parties or to create a product for resale, provided, however, that Customer may copy limited amounts of the SW Content for internal use only. Any distribution of SW Content is prohibited without prior permission from HFR.
   • Additional Uses. Customer acknowledges and agrees that a separate written license from HFR is required for any of the above uses or any use not expressly authorized in this Agreement or Schedule E. (Additional information about permitted uses of the HFR Indices can be found at hedgefundresearch.com.)  Customer agrees that in addition to any other rights and remedies of HFR in connection with the unauthorized use of an HFR Product, or any portion thereof, Customer shall pay HFR the then-prevailing license fees of HFR for such unauthorized use.

7. Quality Control. Customer shall use (i) the Licensed HFR Indices only on materials, (ii) the Derived Data and HFR Marks only in RIA Materials and Financial Market Reports, and (iii) the Limited HFR Data only in RIA Materials, that are, in all cases, of high quality, consistent with industry standards and in accordance with the terms and conditions of this Agreement. Customer shall timely implement all reasonable requests of HFR relating to the placement and use of the HFR Marks. Customer (and each Licensee) shall abide by all applicable laws, rules and regulations pertaining to the marketing, promotion, operation, publication, distribution and/or sale of Financial Market Reports and RIA Materials, together with all permitted materials, products and/or services containing Limited HFR Data, Resultant Data, a Licensed HFR Index and/or an HFR Mark. All Resultant Data and Derived Data shall be accurately To the extent that Customer (or any Licensee) has published Resultant Data or Derived Data that is inaccurate or misleading and on which a person could reasonably rely, Customer (or such Licensee) shall promptly correct the Resultant Data and/lor Derived Data, notify the recipients of the incorrect or misleading Resultant Data or Derived Data and provide the recipients with the correct Resultant Data or Derived Data. Customer (or such Licensee) shall timely implement all reasonable requests of HFR relating to the placement and use of the HFR Marks.
8. Ownership of HFR Databases, Marks, and Products. Customer understands, acknowledges and agrees that the HFR Products, including the HFR Databases, HFR Index Dataset, HFR Peer Universe Database, HFR Index Strategy Weights Data,  and Licensed HFR Indices, are the sole and exclusive property of HFR, Inc. Customer further understands, acknowledges and recognizes the high value of the goodwill associated with the HFR Marks and that the HFR Marks are internationally well known and valuable assets of HFR, Inc.  All use of the HFR Marks by Customer (and each Licensee) shall inure to the exclusive benefit of HFR, Inc. Customer understands, acknowledges and agrees that HFR, Inc. has invested considerable time, effort and resources in selecting, compiling, coordinating, arranging, and preparing the Licensed HFR Indices and HFR Products and that the process and methodology of creating and maintaining the Licensed HFR Indices and HFR Products are valuable confidential proprietary trade secrets of HFR, Inc. under the applicable federal and state trade secret laws. Neither Customer nor any Licensee shall dispute, attack or knowingly take any action intended to impair HFR, Inc.’s right, title, and interest in and to the HFR Marks, Licensed HFR Indices and HFR Products or the validity of the licenses granted under this Agreement.
9. Representations and Warranties. Customer represents and warrants that it:

• has the authority to bind the Licensees to this Agreement; will provide each Licensee with a copy of this Agreement; and will cause the Licensees to comply with the terms and conditions of this Agreement;
• if it is purchasing the HFR Database product, it is an Accredited Investor and has executed the Accredited Investor Form.
• if it is purchasing the HFR Database Product, it will not use or rely on any HFR Product or any investment vehicle, product or strategy identified through the use of any HFR Product to make any investment decision or invest in any investment product or vehicle identified or selected through the use of the HFR Data for a period of thirty (30) days after the commencement of the Initial Term, unless Customer has already been solicited for or was already actively considering an investment in the investment product or vehicle as of the commencement of the Initial Term; and
• will present RIA Materials to clients only in accordance with the procedures set forth in the RIA Client Notification Form.

10. Disclaimers.
    • Customer understands, acknowledges and agrees that:
      • (i)THE HFR PRODUCTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY; (ii) INFORMATION AND DATA INCLUDED IN THE HFR PRODUCTS ARE OBTAINED FROM VARIOUS THIRD PARTY SOURCES AND ARE PROVIDED ON AN “AS IS” BASIS; (iii) HFR DOES NOT PERFORM ANY AUDIT OR VERIFY THE INFORMATION PROVIDED BY THIRD PARTIES;  (iv) HFR IS  NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE CORRECTNESS, ACCURACY, OR RELIABILITY OF THE DATA IN THE HFR PRODUCTS; (v) ANY INVESTMENT PRODUCT OR VEHICLE IN THE HFR PRODUCTS MAY BE REMOVED AT ANY TIME; (vi) THE COMPLETENESS OF THE DATA MAY VARY IN EACH FINANCIAL PRODUCT OR VEHICLE USED TO CREATE THE LICENSED HFR INDICES, AND FROM FUND TO FUND IN THE HFR PRODUCTS; (vii) HFR DOES NOT WARRANT THAT THE DATA IN THE HFR PRODUCTS WILL BE FREE FROM ANY ERRORS, OMISSIONS OR INACCURACIES; (viii) HFR DOES NOT WARRANT THAT THE DELIVERY OF THE DATA RELATING TO OR IN THE LICENSED HFR INDICES OR HFR PRODUCTS WILL BE UNINTERRUPTED OR FREE FROM ANY VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS; (ix) THE INFORMATION IN THE HFR PRODUCTS DOES NOT CONSTITUTE AN OFFER OR A RECOMMENDATION TO BUY OR SELL ANY SECURITY OR FINANCIAL PRODUCT OR VEHICLE WHATSOEVER OR ANY TYPE OF TAX OR INVESTMENT ADVICE OR RECOMMENDATION;  AND (x) PAST PERFORMANCE OF ANY CONSTITUENT INVESTMENT PRODUCT OR VEHICLE USED TO CREATE A LICENSED HFR INDEX OR INVESTMENT PRODUCTS IN THE DATABASE AND UPDATES IS NO INDICATION OF FUTURE RESULTS.
      • TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, HFR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CUSTOMER (AND EACH LICENSEE) ASSUMES ALL RISK OF DAMAGE OR LOSS RESULTING FROM THE USE OF THE LICENSED HFR INDICES AND HFR

11. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, HFR SHALL NOT BE LIABLE FOR ANY (i) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE LICENSED HFR INDICES OR DATA IN THE HFR PRODUCTS, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS AND OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER (OR ANY LICENSEE) BY ANY THIRD PARTY, EVEN IF HFR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY HFR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND HFR’S REASONABLE CONTROL; OR (iii) CLAIMS MADE THE SUBJECT OF ARBITRATION OR A LEGAL PROCEEDING AGAINST HFR TWO (2) YEARS AFTER SUCH CAUSE OF ACTION OR CLAIM AROSE.  HFR’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF LICENSE FEES CUSTOMER PAID TO HFR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO CUSTOMER’S CLAIM.
12. Indemnification.
    • Subject to the other terms of this Agreement, Customer shall indemnify, defend and hold harmless HFR, its affiliates, and their respective officers, directors, agents and employees from and against any and all claims, losses, liability, damages, costs and expenses (including attorneys’ and other professionals’ fees) directly or indirectly arising from or related to its use of the Customer Data, Licensed HFR Indices, HFR Products, HFR Marks and/or Derived Data in Financial Market Reports and RIA Materials. Customer’s indemnification obligations under this Section 12 do not extend to claims (i) that the data in the HFR Products infringes any third party proprietary right or (ii) arising from the gross negligence or willful misconduct of HFR.
    • Subject to the other terms of this Agreement, HFR will indemnify, defend, and hold harmless Customer and its respective directors, officers  and employees against and from any and all third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) directly or indirectly arising from or related to any third-party claim that the Licensee’s use of the Licensed HFR Indices in accordance with the terms and conditions of this Agreement infringes a third party’s U.S. copyright or misappropriates any trade secret deemed a trade secret under the U.S. Uniform Trade Secret Act. HFR’s indemnification obligations under this Section 12 do not extend to claims arising from the gross negligence or willful misconduct of Customer.
    • In connection with any claim or action described in this Section 12, the party seeking indemnification will: (i) give the indemnifying party prompt written notice of such claim or action, (ii) cooperate with the indemnifying party (at the indemnifying party’s expense) in connection with the defense and settlement of such claim or action, and (iii) permit the indemnifying party to control the defense and settlement of such claim or action; provided that the indemnifying party will not under any circumstances (A) settle such claim or action without the indemnified party’s prior written consent (which will not be unreasonably withheld or delayed), or (B) make an admission of liability on behalf of the indemnified party without the indemnified party’s prior written consent.  The indemnified party may participate in the defense and settlement of such claim or action at the indemnified party’s expense.

14. Confidentiality.
    • Subject to the licenses granted in this Agreement, under no circumstances shall Customer (or any Licensee) disclose, publish or disseminate copies of the HFR Index Dataset or HFR P The parties also agree to keep the terms and conditions of this Agreement confidential, with the exception that they may disclose (i) the fact that they entered into this Agreement and (ii) this Agreement, only on a confidential need-to-know basis, to their respective legal counsel, accountants or auditors.
    • Customer may disclose limited sections of the Licensed HFR Indices and HFR Products and this Agreement only to the extent required to comply with a court order, subpoena, or other form of legal process of any court, administrative, regulatory, investigatory, or legislative body. Prior to disclosure of any portion of a Licensed HFR Index or an HFR Product or this Agreement pursuant to a legal proceeding or as requested or required by a regulatory authority, except as prohibited by law, Customer shall give HFR prompt notice of such required disclosure so as to allow HFR to seek a protective order or take other appropriate action to prevent or limit the disclosure. All disclosures by Customer (or any Licensee) under this Section 13(b) shall only be to the extent necessary, under seal and on a confidential need-to-know basis.
    • This provision does not authorize Customer (or any Licensee) to include any part of this Agreement in any public filing without the prior written consent of HFR.
    • Customer covenants and agrees, on behalf of itself and its affiliates, and each of their respective directors, officers, and managers, and their respective employees who use or access data or information provided to Customer pursuant to this Agreement (the “Customer Parties”), that the Customer Parties shall not make any statement either publicly or to any person or entity not employed by or affiliated with the Customer Parties, that defames or disparages HFR or any of its affiliates or their respective directors, officers, or employees (collectively, the “HFR Parties”); casts any of the HFR Parties in a negative light; or is intended to or does damage to the goodwill, business, or reputation of any of the HFR Parties. This non-disparagement covenant has no temporal, geographical, or territorial restriction.
    • Customer acknowledges and agrees that a violation of this Section 13 will cause the HFR Parties irreparable harm and that monetary damages alone will not make the HFR Parties whole. Therefore, Customer expressly agrees that this Section 13 may be enforced by injunctive relief and that the HFR Parties shall be entitled to preliminary or permanent injunctive relief without the necessity of posting a bond.
15. Export Control. Customer shall not use or otherwise export or re-export the Licensed HFR Indices or HFR Products except as authorized by U.S. law. In particular, but without limitation, the Licensed HFR Indices and HFR Products may not be exported or re-exported (a) into any U.S. embargoed country or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. Customer represents and warrants that neither Customer nor any of Customer’s Licensees or affiliates is located in any such country or on any such list.
16. Notices. All notices and other communications provided for in this Agreement shall be deemed given to a party when in writing and delivered, in the case of Customer, to the address on the Order Form, and to HFR at:

HFR Holdings, LLC
110 North Wacker Drive, 25^th Floor
Chicago, Illinois 60606 USA
Attention: Legal Department
Email address: indices@hfr.com

by (a) delivery in person; (b) registered or certified mail, postage prepaid, return receipt requested, (c) a courier or a commercial overnight courier service that provides a delivery receipt, charges prepaid or (d) by e-mail, so long as confirmation of the notice by email is provided by a non-automated email response, confirming receipt of the email notice.

16. Termination.
    • This Agreement terminates automatically upon non-renewal of a subscription to the HFR Product(s) with respect to those specific HFR Product(s) or in its entirety for non-payment of License Fees after two (2) requests for payment.
    • Either party may terminate this Agreement without cause upon thirty (30) days’ prior notice. If Customer terminates this Agreement without cause, Customer will not receive a refund of any License Fees.  If HFR terminates this Agreement without cause, HFR shall refund Customer the prorated portion of the License Fees for the unused portion of the Initial Term, or if applicable, Renewal Term.
    • If Customer does not cure a non-material breach of this Agreement to HFR’s reasonable satisfaction with thirty (30) days of receipt of a notice of breach, then HFR may terminate this Agreement upon notice. HFR may terminate this Agreement immediately upon notice for a material breach of this Agreement by Customer or any Licensee or Authorized User.  Material breaches include, but are not limited to, breaches of the following Sections of this Agreement: 3 (Grant of License), 6 (Restrictions on Use),  9 (Representations and Warranties), 13 (Confidentiality) and 14 (Export Control). If this Agreement is terminated by HFR for cause, Customer shall not receive any refund of License Fees.
    • Upon expiration or termination of this Agreement, Customer (and each Licensee) shall delete all copies of the Licensed HFR Indices and HFR Products from its systems, except to the extent (i) retention of a copy is required for legal compliance or regulatory purposes and (ii) the Licensed HFR Indices or HFR Products are copied and automatically stored in Customer’s automatic electronic archiving or back-up systems.

17. Dispute Resolution. Except as expressly set forth herein, all disputes and claims arising out of or in connection with this Agreement (“Dispute”) shall be resolved as set forth in this Section:
    17. Disputes to Be Arbitrated. Any Dispute the parties are not able to resolve through negotiation shall be resolved through binding arbitration under the Federal Arbitration Act (9 U.S.C. § 16, et. seq.). All Disputes must be submitted to arbitration within twelve (12) months of when the Dispute arose. The arbitration shall be conducted with a single arbitrator and shall be administrated by the AAA at its offices in Chicago, Illinois in accordance with its Commercial Arbitration Rules for Expedited Procedures. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Subject to Section 17(d) below, each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration.

• Limitations on Arbitration. Disputes must be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated.
• HFR’s Entitlement to Proceedings for Equitable Relief. Notwithstanding the foregoing, Licensee agrees that HFR may seek equitable relief from the AAA or from a court of competent jurisdiction to enjoin an infringement, misappropriation, or misuse of its intellectual property rights in the Licensed HFR Indices or HFR Products. Licensee acknowledges that HFR will suffer irreparable harm as a result of the unauthorized use or distribution of the Licensed HFR Indices or HFR Products, or a portion thereof, or the HFR Marks and agrees that HFR shall be entitled to preliminary and permanent injunctive relief without the necessity of posting a bond or proving actual damages.

• HFR’s Remedies. In the event that HFR is required to institute any action or arbitration proceeding to enforce its rights under this Agreement, whether in contract and/or tort, or in law and/or equity, HFR shall be entitled to recover, in addition to the damages and/or remedies that it proves it is entitled to under applicable law, its reasonable attorneys’ fees, expenses, and costs incurred in connection with the action or proceeding.

18. During the Term and for a period of two (2) years thereafter, Customer will keep all usual and proper records related to this Agreement. HFR may, upon five (5) days’ notice, not including weekends, audit Customer’s materially relevant records for the purpose of verifying Customer’s compliance with the terms of this Agreement, provided that any such audits will be conducted during normal business hours in such a manner as to not unreasonably interfere with the normal business operations of Company.  Any such audit will be paid for by HFR unless such audit reveals a breach of this Agreement.  Customer agrees to promptly correct any deficiencies detected in the audit and will promptly pay and additional license fees owed.

19. General Provisions.
    • Applicable Law. This Agreement shall be governed and construed under the laws of the United States and the State of Illinois. The United Nations Convention on Contracts for the International of Sale of Goods shall not govern or be used to construe this Agreement.
    • Waiver. No failure by either party to exercise any rights under this Agreement shall constitute a waiver of a party’s rights, except if there is a written waiver of such rights.
    • Entire Agreement. This Agreement and its Schedules set forth all of the terms of agreement and understanding between the parties with regard to the matters set forth in this Agreement.
    • Amendments. This Agreement and its Schedules may be amended, modified or supplemented only by a writing that is signed by an authorized representative of each party, with the exception that the parties may:
      • (i) enter into a Renewal Term pursuant to Section 2(c) above by HFR sending any change to the License Fee by means of email, so long as Customer indicates its assent to the price increase by paying the License Fee if over the greater of 3% or the one year percentage increase in Core CPI;
      • (ii) increase the License Fee by the up to the greater of 3% or the one year percentage increase in Core CPI for a Renewal Term by means of invoice;
      • (iii) amend by email the Schedule listing the Authorized Users.
    • Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of this Agreement shall not be invalidated or rendered unenforceable. The provision held to be invalid or unenforceable shall be amended so as to effectuate the economic benefits and intent of the parties.

• In the event of a conflict between a term of this Master HFR License Agreement and an Order Form, the Order Form shall govern as to that Agreement.  However, the terms of one Order Form shall have no effect on the terms of any other Order Form. 
• Assignment/ Successor and Assigns. Customer may not assign or transfer this Agreement or its rights, interests or obligations under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise without the prior written consent of HFR, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
• Survival. The following Sections survive expiration or termination of this Agreement: 1 (Definitions), 8 (Ownership of HFR Products), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), 15 (Notices), 17 (Disputes), 18 (Audit), and 19 (General Provisions).
• Independent Relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between HFR and Customer, and neither party shall have the power to obligate or bind the other in any manner whatsoever.