These Administration Services Terms (the “ Administration Services Terms”) set forth the terms and conditions of the administration services (the “Administration Services”) provided by JSQ Administrative Services LLC (“JSQ AS”). The Administration Services constitute Services, and these Administration Services Terms constitute “Service Documentation,” under that certain order form between Juniper Square, Inc. and Client (the “ Order Form”) into which they are incorporated. Capitalized terms used but not defined herein have the meanings set forth in the Order Form, or if not therein defined, the Terms and Conditions. For purposes of these Administration Services Terms, references to “Juniper Square” in the Terms and Conditions will instead refer to JSQ AS, an Affiliate of Juniper Square, Inc., in respect of its performance of the Administration Services. Certain Administration Services may be performed by an Affiliate of JSQ AS, but JSQ AS shall be solely responsible for the performance of such Administration Services and the related obligations in these Administrative Services Terms.
1. JSQ AS Services.
a. During the Service Period for Administration Services, and unless otherwise agreed by the parties in writing, JSQ AS shall provide those Administration Services set forth in the “Administration Services SOW” attached to the Order Form (the “ Administration Statement of Work”). Any request for Administration Services that exceeds the scope set forth in the Administration SOW may require separate terms, conditions, or pricing, and JSQ AS is under no obligation to provide such additional Administration Services. In the event of any conflict between these Administration Services Terms and the Administration SOW, the Administration SOW will control.
b. Subject to Section 2 hereof, JSQ AS will perform the Administration Services reasonably and in accordance with market practice with such staffing and personnel as it deems appropriate in its sole discretion. Under no circumstances will JSQ AS be deemed to offer or otherwise provide, nor will JSQ AS have any liability for, any legal, tax, business, financial, auditing or investment advice, or any other matter not expressly set forth in these Administration Services Terms. Without limiting the generality of the foregoing, JSQ AS shall not be required to: (i) provide any valuation of assets; (ii) determine Client’s compliance with any investment objective or strategy, or restrictions of any kind applicable to Client or any other person; (iii) determine the authenticity, accuracy, or completeness of any materials provided by Client, its Affiliates or other counterparties (prospective or otherwise) in connection with the Agreement; (iv) interpret, resolve or otherwise opine on any term or condition contained in such materials, or the applicability of any law or regulation (or compliance therewith); (v) recommend any course of action or inaction to Client or its Affiliates; or (vi) take any action it deems in its sole discretion to violate applicable law or regulation, or the Agreement. JSQ AS shall have no responsibility for any delay in performance resulting from Client’s breach of the Agreement or Client’s failure to provide information or materials to JSQ AS in a timely manner. JSQ AS shall escalate questions of a legal, regulatory or specialist nature to Client for resolution.
c. JSQ AS is entitled to rely, without further investigation or inquiry, on any communications (orally or in writing) (i) made or received through the Software, (ii) from the Workspace Owner or any Delegate who has been authorized by a Workspace Owner to act in connection with the Administration Services, or (iii) that it reasonably believes to have been sent by Client, any of its Affiliates or their respective counterparties (prospective or otherwise).
d. JSQ AS is hereby authorized to share any materials provided by Client in connection with the Administration Services with third party service providers, including financial institutions, to the extent necessary or desirable to perform the Administration Services.
2. Client Obligations.
a. Unless otherwise agreed in these Administration Services Terms, the Administration Services require Client’s (or its Affiliate’s, as applicable) concurrent subscription for the Software throughout the applicable Service Period. JSQ AS’s obligations to commence provision of the Administration Services are conditioned upon (i) the occurrence of the Date of Deployment for the Software, and (ii) Client’s completion, to JSQ AS’s satisfaction, of all document and data uploads, and other Client obligations, set forth in the applicable Migration Terms. Client acknowledges and agrees that where functionality relating to the Administration Services is available through the Software and/or other Juniper Square Services (as they may be expanded from time to time), the Software and such other Services will be the exclusive means of providing such Administration Services, and Client will be responsible for purchasing and maintaining the applicable concurrent subscriptions.
b. During the Service Period, Client covenants and agrees to (i) promptly notify JSQ AS of any event that may materially affect its ability to perform the Administration Services, including any anticipated failure to provide underlying materials with the lead-time required in the Administration SOW, (ii) obtain and maintain all registrations, licenses, authorizations, consents and approvals from third parties (including from Client’s investors, Client Staff, Affiliates and counterparties) that are necessary or desirable to permit JSQ AS to perform the Administration Services on Client’s behalf, (iii) comply with all applicable laws and regulations, and (iv) if for any reason Client ceases to serve as the manager, sponsor or substantial equivalent, of any entity enumerated in the Administration Statement of Work, JSQ AS is entitled in its discretion to suspend performance under the Administration SOW.
c. Client shall furnish, or cause to be furnished to JSQ AS: (i) within a reasonable time after execution of the Agreement and in advance of the performance of the Administration Services, all materials required by each of the Administration SOW and the Migration Terms incorporated into the Order Form; (ii) true, correct and complete copies of any amendments, updates or supplements to the foregoing, promptly after they become available; (iii) on a periodic basis and upon reasonable request: (1) supporting documentation for invoices and other non-recurring expenses, (2) loan amortization schedules, (3) asset information (including, but not limited to, acquisitions, dispositions, valuations, asset-level financial statements), (4) amendments, supplements or other changes to an entity’s offering documents, (5) changes to recurring entity expenses and any transaction impacting accounting and reporting (including, but not limited to, management fee calculations, waterfall calculations), (6) new third party contracts or other agreements (including, but not limited to, purchase agreements, side letters, extensions of credit), (7) ongoing redemption requests and (8) changes or modifications to any bank or bank-related information and (iv) such other materials as may be reasonably requested by JSQ AS in connection with the performance of the Administration Services. Client shall remain solely responsible for the accuracy of all information provided to JSQ AS under the Agreement.
d. Distribution by Client, or JSQ AS on behalf of Client, of the deliverables set forth in the Administration Statement of Work to Client’s End Users shall constitute Client’s acknowledgement of JSQ AS’s accurate and satisfactory performance hereunder.
3. Non-Solicitation. To the fullest extent permitted by law, until one (1) year after the later of (a) the termination of this Agreement or (b) the expiration of the Service Period applicable to the Administration Services, neither Client nor its Affiliates shall, without JSQ AS’s prior written consent, directly or indirectly, solicit for hire or hire any person who during the preceding one (1) year period was employed by JSQ AS or its Affiliate(s) and who provided Administration Services to Client.
4. Indemnification. Without limiting any of Client’s other obligations under the Agreement, Client shall indemnify, defend and hold harmless JSQ AS and its Indemnified Parties from any loss, cost, damage or out-of-pocket expense, including reasonable expenses for counsel, resulting from or related to any action, claim, demand, suit or proceeding arising out of or in connection with (a) any action or omission by Client, its Affiliate(s), subsidiaries, counterparties or their respective agents or representatives in the performance of its or their respective duties hereunder, (b) actions taken or omitted by JSQ AS upon any instruction it reasonably believed to have been a duly authorized officer of any of the foregoing or their respective legal counsel in accordance with the Agreement, or (c) otherwise out of the performance of the Administration Services hereunder by JSQ AS. For the avoidance of doubt, the indemnification obligation under this Section 4 shall not preclude Client from asserting a breach of contract claim, in accordance with and subject to the terms of this Agreement, for damages incurred by Client resulting from a breach of these Administration Services Terms by JSQ AS.
5. Limitation of Liability. Notwithstanding anything to the contrary under the Agreement: (a) JSQ AS shall have no liability for any loss or damage resulting from the performance or non-performance of its duties under these Administration Services Terms unless caused by or resulting from the bad faith or willful misconduct of JSQ AS or the grossly negligent or willful violation by JSQ AS of any material provision of these Administration Services Terms; and (b) neither Party’s maximum aggregate cumulative liability arising out of or related to these Administration Services Terms shall exceed the total amount paid by Client (or on Client’s behalf), for Administration Services in the twelve (12) months preceding the date such liability arose; provided that the foregoing limitations shall not apply in respect of: (i) Client’s indemnification obligations under the Agreement or (ii) Client’s obligations to pay Fees (as set forth in the Order Form). The foregoing limitations will apply whether an action is in contract, equity, tort (including negligence) or otherwise, and regardless of the theory of liability. If applicable law limits the application of the provisions of this Section 5, a Party’s liability will be limited to the maximum extent permitted by law.
6. Post-Termination Services. If either Party terminates the Order Form for Administration Services for material breach pursuant to Section 9.b of the Terms and Conditions, the effective date of such termination may be postponed to a date not more than thirty (30) days after delivery of the written notice of breach (a) at the request of JSQ AS, in order to prepare for the transfer by JSQ AS to Client of all records and other necessary materials or (b) at the request of Client if all amounts due and payable for the Administration Services have been paid in full, including for the period of such requested extension hereunder.
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