Services Terms and Conditions

These Services Terms and Conditions (the “Services Terms”) set forth the terms and conditions of the services (the “Services”) to be provided by JSQ Administrative Services LLC, a Delaware limited liability company (“JSQ AS”), to the party identified as “Client (the “Client”) in that certain order form by and among the Client, JSQ AS, and Juniper Square, Inc., an Affiliate of JSQ AS, into which they are incorporated (the “Order Form”, and together with the Master Terms and Conditions (available at: “https://www.junipersquare.com/terms-and-policies/MSA”), the Migration Terms and Conditions (available at: https://www.junipersquare.com/terms-and-policies/migration-terms), the Description of Services (available at: https://www.junipersquare.com/terms-and-policies/description-of-services), the Rate Card (available at: https://www.junipersquare.com/terms-and-policies/rate-card) and any Service Documentation, the “Agreement”). These Services Terms shall apply if and only to the extent that Services are purchased by, or otherwise enabled or used by, Client. In the event of any conflict between these Services Terms and the Order Form, the Order Form will control. For purposes of these Services Terms and the rights and obligations hereunder, references to “Juniper Square” in the Master Terms and Conditions refer exclusively to JSQ AS, and JSQ AS shall remain solely responsible for the performance of these Services-related obligations. Capitalized terms used but not defined herein have the meanings set forth in the Order Form, or if not therein defined, the Master Terms and Conditions.

1. Services. The Order Form identifies the Services (if any) purchased by Client, together with the applicable Service Period. During the Service Period for the applicable Service, unless otherwise agreed by the Parties in writing, JSQ AS shall provide such Services materially in accordance with the terms and limitations of such Service as set forth in the applicable section of the “Description of Services”, which is available at: https://www.junipersquare.com/terms-and-policies/description-of-services. Any request for Services that exceeds the scope set forth in the Order Form or Description of Services may require separate terms, conditions, or pricing, and JSQ AS is under no obligation to provide such additional Services.
2. JSQ Rights and Obligations.
   1. Communications. 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, or (iii) that it reasonably believes to have been sent by Client, any of its Affiliates or their respective counterparties (prospective or otherwise).
   2. Third Party Service Providers. JSQ AS is hereby authorized to share any materials provided by Client in connection with the Services with third party service providers, including financial institutions, to the extent necessary or desirable to perform the Services.
   3. Qualifications to Performance. Subject to Section 3 hereof, JSQ AS will perform the 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, regulatory, tax, business, financial, auditing or investment advice, or any other matter not expressly set forth in these 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) except as otherwise agreed in writing by JSQ AS, validate, or otherwise identify errors in, documents or data provided by Client (pursuant to the Migration Terms or otherwise); (vi) recommend any course of action or inaction to Client or its Affiliates; or (vii) 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.
3. Client Rights and Obligations.
   1. Subscription. Unless otherwise agreed in the Order Form, each Service requires Client’s (or its Affiliate’s, as applicable) concurrent subscription for the Software throughout the applicable Service Period for such Service. Client acknowledges and agrees that where features or functionality applicable to a Service are available through the Software and/or other Services (as the Services offerings may be expanded from time to time), the Software and such other Services offerings will be the exclusive means of providing the Services contemplated hereunder, and Client will be responsible for purchasing and maintaining the applicable concurrent subscriptions.
   2. Conditions to Performance. JSQ AS’s obligations to commence provision of the 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 Migration Terms.
   3. Conduct; Compliance. During the Service Period, Client covenants and agrees to (i) promptly notify JSQ AS of any event that may materially affect JSQ AS’s ability to perform the Services, including any anticipated failure to provide underlying materials with the lead-time required in the applicable Description of Services; (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 Services on Client’s behalf; (iii) comply with all applicable laws and regulations relating to the Services; (iv) respond promptly to any JSQ AS request to provide information, approvals, authorizations, or decisions that are reasonably necessary for JSQ AS to perform Services in accordance with the requirements of these Services Terms and the applicable portions of the Description of Services; and (v) if for any reason Client ceases to serve as the manager, sponsor or substantial equivalent, of any entity enumerated in the Order Form, JSQ AS is entitled in its discretion to suspend performance of the Services as applicable.
   4. Approval of Performance. Distribution by Client, or JSQ AS on behalf of Client, of the deliverables set forth in the applicable Description of Services to Client’s End Users shall constitute Client’s acknowledgement of JSQ AS’s accurate and satisfactory performance hereunder.
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 with respect to the provision of the Services 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 under these Services Terms, (b) actions taken or omitted by JSQ AS upon any instruction it reasonably believed to have been provided by Client, its Affiliates, or their respective agents (including legal counsel), or (c) otherwise out of the performance of the 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 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 with respect to the Services provisioned under these 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 Services Terms; and (b) neither Party’s maximum aggregate cumulative liability arising out of or related to these Services Terms shall exceed the total amount paid by Client (or on Client’s behalf), for Services in the twelve (12) months preceding the date such liability arose. The foregoing limitations, nor any other limitations under the Agreement (including those set forth in Section 8.c of the Master Terms and Conditions), shall not apply in respect of: (i) Client’s indemnification obligations under Section 4 of the Services Terms or (ii) Client’s obligations to pay Fees for the Services in accordance with the Agreement. 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. Data Processing Services. From time to time, Client may request JSQ AS to perform implementation, setup or other data processing services (“Data Processing Services”). JSQ AS will only be obligated to perform such Data Processing Services as the Parties may mutually agree in writing, and such Data Processing Services will be subject to the pricing set forth in the Rate Card. JSQ AS will use its commercially reasonable efforts to provide Data Processing Services in a timely and workmanlike manner. However, because completion depends on Client’s performance of its responsibilities, JSQ AS makes no guarantee as to the specific timing of the delivery of any of the Data Processing Services. JSQ AS will keep Client reasonably informed as to the progress of the Data Processing Services upon request by Client.
7. Supplemental Services Terms. Certain Services require additional Services Terms as indicated below, but such provisions apply if and only to the extent that Client purchases the applicable Services pursuant to its Order Form.
   1. Fund Administration Only. (i) To the extent the applicable Order Form provides for the provision of Fund Administration Services, Client shall furnish, or cause to be furnished to JSQ AS: (1) within a reasonable time after execution of the Agreement and in advance of the performance of such Services, all materials required, as applicable, by each of the Description of Services and the Migration Terms incorporated into the Order Form; (2) true, correct and complete copies of any amendments, updates or supplements to the foregoing, promptly after they become available; (3) on a periodic basis and upon reasonable request: (A) supporting documentation for invoices and other non-recurring expenses, (B) loan amortization schedules, (C) asset information (including, but not limited to, acquisitions, dispositions, valuations, asset-level financial statements), (D) amendments, supplements or other changes to an entity’s offering documents, (E) changes to recurring entity expenses and any transaction impacting accounting and reporting (including, but not limited to, management fee calculations, waterfall calculations), (F) new third party contracts or other agreements (including, but not limited to, purchase agreements, side letters, extensions of credit), (G) ongoing redemption requests and (H) changes or modifications to any bank or bank-related information and (4) such other materials as may be reasonably requested by JSQ AS in connection with the performance of these Services. Client shall remain solely responsible for the accuracy of all information provided to JSQ AS under the Agreement; (ii) 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 applicable Service Period, 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 such Services to Client; and (iii) if either Party terminates the Order Form for material breach pursuant to Section 9.b of the Master 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 if all amounts due and payable for the applicable Services have been paid in full, including for the period of such requested extension hereunder.
   2. Investor Accounting Only. (i) To the extent the applicable Order Form provides for the provision of Investor Accounting Services, Client shall furnish, or cause to be furnished to JSQ AS: (1) within a reasonable time after execution of the Agreement and in advance of the performance of such Services, all materials required, as applicable, by each of the Description of Services and the Migration Terms incorporated into the Order Form; (2) true, correct and complete copies of any amendments, updates or supplements to the foregoing, promptly after they become available; (3) on a periodic basis and upon reasonable request: (A) changes to waterfall calculations, (B) other agreements (including, but not limited to, side letters), (C) changes or modifications to any bank or bank-related information and (D) ongoing redemption requests; and (4) such other materials as may be reasonably requested by JSQ AS in connection with the performance of these Services. Client shall remain solely responsible for the accuracy of all information provided to JSQ AS under the Agreement; (ii) 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 applicable Service Period, 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 Services to Client; and (iii) if either Party terminates the Order Form for material breach pursuant to Section 9.b of the Master 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 if all amounts due and payable for the applicable Services have been paid in full, including for the period of such requested extension hereunder.
   3. Investor Operations Only. (i) To the extent the applicable Order Form provides for the provision of Investor Operations Services, Client shall furnish, or caused to be furnished to JSQ AS: (1) within a reasonable time after execution of the Agreement and in advance of the performance of such Services, all materials required, as applicable, by each of the Description of Services and the Migration Terms incorporated into the Order Form; (2) on a periodic basis and upon reasonable request, changes or modifications to any bank or bank-related information; and (3) such other materials as may be reasonably be requested by JSQ AS in connection with performance of these Services.
   4. Waterfalls. Subject in each case to the Description of Services, Client must configure its waterfall through the Software, but if technical limitations of the Software prevent such configuration, JSQ AS will manually calculate the waterfall for Client subject to the terms and limitations in Section 7 of the Description of Services (available at: “https://www.junipersquare.com/terms-and-policies/description-of-services”).