Please read this Master Service Agreement (the "Terms") carefully before using the Services offered by Seamless Alts Platform LLC. (including its affiliates, such as but not limited to Formidium Corp) ("Seamless Alts"). By signing one or more deal setup forms (each, a "Deal Setup Form"), you ("Customer") as identified in the Deal Setup Forms agree to be bound by these Terms (together with all Deal Setup Forms, the "Agreement") to the exclusion of all other terms. In addition, any online or offline Deal Setup Form which you submit via Company's standard online or offline process and which is accepted by Customer shall be deemed to be mutually executed. If you are entering into this Agreement on behalf of an entity then this entity is the Customer, in that case you also represent and warrant that you are authorized to bind such entity to the terms of this Agreement. If the terms of this Agreement are considered an offer, acceptance is expressly limited to such Terms.
By clicking "I Agree" (or a similar checkbox or button) when placing an order by executing a Deal Setup Form, or by signing an offline Deal Setup Form, or accessing or using the Services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Services.
The "Effective Date" of these is the earlier of (a) the date on which Customer first accesses or uses the Services and (b) the date on which Customer's first Deal Setup Form is agreed to by Seamless Alts.
Seamless Alts may modify these Terms from time to time in accordance with Section 19 (Modifications to this Agreement) below.
"Additional Fees" - are the fees indicated as "Additional Items" in the pricing sheet attached hereto as Exhibit 2 (Pricing Sheet) or communicated separately via electronic mail (e-mail). Seamless Alts reserves the right to modify such fees at any time, with prior written notice to the Customer.
"Customer Data" - any data, information or other material provided, uploaded, or submitted by Customer to Seamless Alts in the course of using the Service, without limitation, any and all Personal Information, from or relating to investors that investors provided to Seamless Alts (or its affiliates, employees, contractors, licensors, commercial partners (including the Company) or subcontractors) through or in connection with services set forth in this Agreement or otherwise in connection therewith.
"Initial Closing Date" - The Initial Closing Date shall mean the date of issuance of Private Fund's initial interest to the investors of the Private Fund; for avoidance of doubt, the Initial Closing Date shall not be later than the date when Private Fund makes its first investment.
"Fees" - as set forth in Section 7 of this Agreement.
"Personal Information" - any information relating to an identified individual, or to an individual who can reasonably be identified, directly or indirectly, by reference to such information, or as personal information or personal data is otherwise defined under applicable data privacy laws, including, without limitation, the California Consumer Privacy Act, Cal. Civ. Code ยงยง 1798.100 et seq., and any and all amendments and any implementing regulations thereto that become effective on or after the Effective Date, as well as personal data as defined under the General Data Protection Regulation (EU) 2016/679 ("GDPR"), including any and all amendments and any implementing regulations thereto, effective on or after the Effective Date.
"Private Fund" - Private Fund means a respective series of the Delaware or any other respective state limited partnership or limited liability company which the Company has established with the assistance of Seamless Alts for the purposes defined in applicable Private Fund documents, which may include the creation of Fund (as a series limited partnership), or a special purpose vehicle, also known as SPV (as a series limited liability company). For avoidance of doubt, Seamless Alts and the Customer may agree to create a Fund and/or SPV which is not a series limited liability company or series limited partnership; such preference shall be provided in the Deal Setup Form.
"Standard Fee" - are the fees indicated in the "Current Pricing" in the Seamless Alts pricing section on its website, which may be updated by Seamless Alts' at its discretion, with prior notice to the Customer.
"Third-Party Expenses" - are any out-of-pocket amounts paid by Seamless Alts to third parties for the fulfillment of the Services herein, including, but not limited to fees relating to respective state entity franchise tax, Regulation D filings and Blue Sky fees.
Each Deal Setup Form shall be incorporated into and form a part of the Agreement. In the event of any conflict between this Agreement and a Deal Setup Form, the Deal Setup Form shall control but only with respect to the particular Services purchased through such Deal Setup Form. Seamless Alts product description (including what each product entails) can be found in Exhibit 3 (Product Description) attached hereto. For each Deal Setup Form, subject to Customer's compliance with the terms and conditions of this Agreement, Seamless Alts grants Customer a nonexclusive, limited, personal, non-sublicensable, non-transferable right and license to internally access and use the services specified in such Deal Setup Form (collectively, the "Service," or "Services").
A list of excluded services, i.e. services Seamless Alts does not provide, is attached as Exhibit 1 (Excluded Services) to this Agreement. Seamless Alts reserves the right to modify or amend the list of Excluded Services at its discretion, with prior notice to the Customer.
In the event that Customer requires any custom assistance or services to be performed by Seamless Alts in connection with the Service, a description of such assistance or services ("Customization Assistance") and the fees for such Customization Assistance shall be set forth on such Deal Setup Form if the Customer provides such request at the time of submitting the Deal Setup Form for a Service. Should the Customer require Customization Assistance after the Deal Setup Form has been executed, Seamless Alts will only proceed with such assistance after receiving a formal request from the Customer and payment of the associated invoice, which will be due upon receipt of such request. If Seamless Alts provides Customization Assistance in excess of any agreed-upon estimate, or if Seamless Alts otherwise provides additional services beyond those agreed in the Deal Setup Form or afterwards requested, Seamless Alts will confirm such additional services with the Customer, Customer will pay Seamless Alts in accordance and in the amount of as set forth in Additional Fees and the respective invoice issued by Seamless Alts. For the sake of clarity, Seamless Alts reserves the right to accept or reject a Customization Assistance request at its sole discretion.
Subject to Customer's payment of all applicable fees, Seamless Alts will provide support and uptime for each Service as mentioned in the Deal Setup Form or the respective invoice in case of a Customization Assistance ("Support Services"). The Customer shall provide such access, information, cooperation and support as Seamless Alts may reasonably require for error support.
The Customer agrees that it shall not, and shall ensure that its employees, contractors, representatives, and agents do not, engage in any form of harassment toward any team members, including board members, advisors, and affiliates, of Seamless Alts.
From time to time, Seamless Alts may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without any additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement; provided that Seamless Alts shall have no obligation, express or implied, under this Agreement or otherwise to provide any such Updates. Seamless Alts shall use commercially reasonable efforts to give Customer reasonable notice of any major changes that materially and detrimentally affect the functionality of the Service.
As between the parties, Seamless Alts retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property, whether existing or developed in the future, and all associated moral rights related thereto or created, used, or provided by Seamless Alts for the purposes of this Agreement, including any copies and derivative works of the foregoing. This includes, but is not limited to, all proprietary technologies, methodologies, content, and any other materials used or provided by Seamless Alts for the purposes of this Agreement, including any copies, modifications, enhancements, updates, derivative works, or adaptations of the foregoing. All intellectual property rights in any software, services or materials distributed or otherwise provided to Customer hereunder (including without limitation any software identified on a Deal Setup Form) shall be deemed a part of the "Services" and shall remain exclusively owned by Seamless Alts, subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. The Customer acknowledges that all rights, titles, and interests in the Services and any associated intellectual property are and will remain the exclusive property of Seamless Alts, and no implied license is granted under this Agreement. From time to time, the Customer may provide suggestions, comments or other feedback to Seamless Alts with respect to the Service ("Feedback"). Notwithstanding any other provision in this Agreement, the Customer acknowledges and agrees that any such Feedback, whether provided by the Customer or its employees, contractors, or agents, is given voluntarily and will be considered the exclusive property of Seamless Alts. Customer shall, and hereby does, grant to Seamless Alts a non-exclusive, unrestricted, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use, exploit, modify, reproduce, distribute, and incorporate such Feedback for any purpose, without any compensation or obligation to the Customer. Furthermore, nothing in this Agreement will in any way impair or restrict Seamless Alts' right to independently develop, acquire, license, market, promote or distribute products, software, services, or technologies that perform the same or similar functions as, or otherwise compete with any products, software, services, or technologies that the Customer may develop, produce, market, or distribute. Seamless Alts is under no obligation to use any Feedback provided by the Customer, and Seamless Alts retains full discretion over whether or not to incorporate such Feedback into its products or services.
Unless otherwise set forth on the Deal Setup Form, the Customer agrees to pay all fees, including Standard Fees, Additional Fees, and any Third-Party Expenses (collectively, "Fees"), as set forth in this Agreement or as agreed separately with Seamless Alts ("Fees"); for avoidance of doubt, should the Customer choose to use additional services not expressly included in the original scope, Additional Fees will apply. Such Additional Fees may include, but not limited to, costs associated with requests for services that require increased effort or expense to Seamless Alts for example, if the Customer requests Seamless Alts to ensure that the Private Fund has an open brokerage account. Seamless Alts reserves the right to invoice the Customer for all applicable Fees, and the Customer agrees to cause the Private Fund to pay any Fees upon receipt of said invoice. In the event that Fees are not received by Seamless Alts within thirty (30) days after becoming due, Seamless Alts may (a) elect to charge a one-time fee of $1,000, in addition to a late fee of 1% of the outstanding balance per month for each invoice that is past due from the date such payment was due until the date paid, and (b) suspend performance for some or all Services until payment has been made in full. This interest will accrue on a daily basis.
The Customer (or its affiliate) shall cause the Private Fund to authorize Seamless Alts to withdraw from the Private Fund's bank account any Fees due immediately upon a determination of the respective Initial Closing Date, as well as any additional Fees incurred after the Initial Closing Date as invoiced by Seamless Alts or any other unforeseen expenses. To facilitate this, the Customer agrees to maintain an expense reserve minimum balance in the bank account of the Private Fund as indicated in the Deal Setup Form in the account and to promptly replenish the account as necessary to ensure that all anticipated demands are met without delay. The Customer shall maintain a sufficient balance in the account to cover any Fees, as well as any governmental, regulatory, blue sky, or other unforeseen expenses that may arise during the term of the fund.
At the end of the Private Fund's life, any remaining balance in the account shall be distributed to the investors in accordance with the terms of the Private Fund. If such remaining balance is made up of funds that were paid directly by the Customer, they shall be returned to the Customer.
Should the Customer (or its affiliate) and/or the Private Fund elect to pay the Fees directly to Seamless Alts, then such Fees must be paid prior or on the Initial Closing Date or within the term indicated in the invoice, if such invoices are issued after the Initial Closing Date.
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, lend, distribute, pledge, assign, sub-license, share, or otherwise transfer or encumber rights to the Service or any component thereof, except as expressly permitted in this Agreement; (iv) use the Service for the benefit of a third party; (v) remove, obscure, or otherwise alter any copyrights, trademarks, proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Company product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual, automated or by any other means, or (x) use the Service in a manner that violates applicable laws or regulations or prohibited under this Agreement. Customer is responsible for all of Customer's activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (i) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer's use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
The Customer shall retain all rights, title and interest in and to the Customer Data, including all intellectual property rights therein. The Customer and not Seamless Alts, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of, or right to use of all Customer Data.
Customer represents and warrants that it has obtained all necessary rights and consents to use and provide the Customer Data to Seamless Alts as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third-party rights (including, without limitation, intellectual property rights and rights of privacy).
The Customer agrees to indemnify, defend, and hold harmless Seamless Alts, its affiliates, employees, contractors, agents, licensors, and subcontractors from and against any and all claims, demands, liabilities, damages, losses, costs, expenses (including reasonable attorneys' fees), or other charges arising from or in connection with any third-party claim that the Customer Data infringes, misappropriates, or violates any intellectual property, privacy, or other rights of any third party. This indemnity obligation shall apply to any such claim brought against Seamless Alts as a result of the Customer's provision of the Customer Data, including any breach of the Customer's representations and warranties set forth herein.
Without limiting any rights granted to the Customer herein, Customer hereby grant to Seamless Alts and its affiliates, employees, contractors, agents, licensors, commercial partners and subcontractors, a nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Customer Data for the purposes of the following:
Each Party (the "Receiving Party") acknowledges and agrees that in connection with the performance of its obligations hereunder, it, along with its affiliates, its and their officers, directors, principals, consultants, agents, representatives, and employees, will have access to and become acquainted with the other Party's (the "Disclosing Party") proprietary and confidential information, including without limitation, information about its business, , technology, products or services, Customer Data etc. ("Confidential Information").
The Customer further acknowledges that Seamless Alts and the associated Services may constitute and incorporate confidential and proprietary information developed or acquired by or licensed to Seamless Alts. The Customer hereby undertakes to Seamless Alts to receive and hold the confidential information in the strictest confidence and further to take all reasonable security precautions in the safekeeping of the confidential information and in preventing its unauthorized disclosure to third parties, applying no lesser security measures to it than to its own confidential information.
Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purposes of this Agreement; and (b) it will not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party's employees, contractors and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use consistent with those contained herein) without first obtaining the Disclosing Party's prior written consent. Upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy any Confidential Information within a reasonable timeframe. However, Seamless Alts may retain copies of Confidential Information as required for its legal or regulatory obligations.
Confidential Information will not include any information that: (a) is or becomes generally known in the industry, through no act or omission on the part of the Receiving Party; (b) was previously known by the Receiving Party without restriction; (c) is disclosed to the Receiving Party by a third party without breach of any separate nondisclosure obligation; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party. Nothing herein will prevent the Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the Receiving Party will, to the extent legally permitted, use reasonable efforts to (a) promptly notify the Disclosing Party in writing of such requirement to disclose and (b) cooperate with the Disclosing Party, at the Disclosing Party's expense, in protecting against or minimizing any such disclosure or obtaining a protective order.
The terms in this Section 10 will not apply to any Breach (as defined in Section 11 below). Breaches will be governed exclusively by the terms in Section 11.
Seamless Alts agrees to use commercially reasonable, technical and organizational measures, designed to prevent unauthorized access, use, alteration or disclosure of the Service or Customer Data. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent. If Seamless Alts becomes aware that any Customer Data held by Seamless Alts has been accessed by a third party without authorization or otherwise illegally hacked (a "Breach"), Seamless Alts will, to the extent legally permitted, notify Customer as soon as reasonably practical and will reasonably cooperate with Customer to remediate the unauthorized access.
All information Seamless Alts collects in the course of provision of the Service is subject to our Privacy Policy. By using the Service, Customer consents to all actions taken by Seamless Alts with respect to the Investor Data in compliance with the Privacy Policy. Not in limitation of the foregoing, Customer bears all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of the Investor Data. Without limiting any rights granted herein, Customer hereby grant to Seamless Alts and its affiliates, employees, contractors, agents, licensors, commercial partners and subcontractors, a nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Investor Data for the purposes of:
"Investor Data" means all data and other information, including, without limitation, any and all personal information, from or relating to Customer that the Customer provided to Seamless Alts (or its affiliates, employees, contractors, agents, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in this Agreement or otherwise in connection therewith.
The term of this Agreement will commence on the Effective Date and continue until terminated as set forth in the relevant Deal Setup Form, provided that this Agreement shall not be terminated before the later of (i) the termination or expiration of all Deal Setup Forms, and (ii) the termination of Customer's use or access to the Service (the "Term"). Either party may terminate the respective Deal Setup Form, effective upon 30 days' written notice to the other party.
If the Company and/or Private Fund has elected to use Customization Assistance (such as, but not limited to, custom legal documentation), the Customization Assistance as indicated in the respective Deal Setup Form and/or respective invoice issued after a separate agreement between Seamless Alts and the Customer shall be non-refundable.
In addition to any other remedies, it may have, either party may terminate this Agreement or any Deal Setup Form with immediate effect if the other party materially breaches any of the terms or conditions of this Agreement and the breaching party fails to cure such breach within thirty (30) days from the notice period. Customer will pay in full for the Services provided prior to termination. Seamless Alts shall promptly refund to Customer any Fees pre-paid for Services that would have been provided after the date of termination.
Without limiting the foregoing, Seamless Alts may suspend or limit Customer's and Customer affiliates' access to or use of the Service if (i) Customer's account is more than thirty (30) days past due or (ii) Customer's use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Seamless Alts ability to provide access to the Service to other customers; provided that, with respect to the foregoing subsection (ii): (a) Seamless Alts shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Seamless Alts shall provide prompt written notice to Customer describing the nature of the damage or degradation; and (c) Seamless Alts shall reinstate Customer's and Customer affiliates' use of or access to the Service, as applicable, if Customer remediates the issue within fifteen (15) days of receipt of such notice.
In the event of a breach of Customer's obligations described in Clause 4 Support; Service Levels, Seamless Alts reserves the right to:
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Customer shall hold Seamless Alts, its parent entity, its affiliates, and their directors, officers, employees and agents ("the Access Seamless Alts Parties") harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees, payments, expenses, and liabilities (collectively "Losses") incurred by the Customer and the Customer shall indemnify Seamless Alts Parties against any Losses incurred in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to:
(i) any action of the Seamless Alts Parties required to be taken pursuant to this Agreement;
(ii) the reasonable reliance on or use by the Seamless Alts Parties of information, records, or documents that are received by the Seamless Parties and furnished to them by or on behalf of the Customer and that have been prepared or maintained by the Customer or any third party on behalf of the Customer;
(iii) the Customer's refusal or failure to comply with the terms of this Agreement or the Customer's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;
(iv) the material breach of any representation or warranty of the Customer hereunder;
(v) the reliance on or the carrying out by the Seamless Alts Parties of any instructions reasonably believed to be given on behalf of the Customer by a duly authorized person;
(vi) any delays, inaccuracies, errors in, or omissions from information or data provided to the Seamless Alts Parties by third party data, corporate action, pricing services, or securities brokers and dealers;
(vii) the offer or sale of securities by the Customer in violation of any requirement under U.S. federal securities laws or regulations or the securities laws or regulations of any state or domicile (or any applicable foreign securities laws), or violation of any stop order or other determination or ruling by any U.S. federal agency or any state, domicile, or an applicable foreign agency with respect to the offer or sale of such securities in such jurisdiction;
(viii) any communication initiated or undertaken by the Customer, or any third party on behalf of the Customer, with any of the Seamless Alts Parties utilizing any communication channel other than via electronic mail utilizing business email addresses of all the relevant parties (regardless of such communication channel's actual or promised use by any of the Seamless Alts Parties);
(ix) any failure of the Customer's offering documents to comply with applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading;
(x) the failure of the Customer to comply with applicable securities, tax, commodities, and other laws, rules, and regulations;
(xi) all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith, or negligence of third parties to whom Seamless Alts, its affiliates, or the Customer have assigned any rights or delegated any duties under this Agreement at the direct request of or as directly required by the Customer;
(xii) any and all advertising created by or on behalf of the Customer, including but not limited to, documents and/or materials created, distributed and/or uploaded through Seamless Alts portal(s); and
(xiii) any and all actions, inactions, omissions, or errors of the Seamless Alts Parties in connection with or as a result of acting as authorized signer/signatory, authorized user, or similar function for any bank account(s) established by Customer and/or Customer's affiliates or as a result of any actions taken against the Seamless Alts Parties as a result of any claim or liability associated with money laundering, terrorist financing, fraud or misappropriation of funds from such bank account(s).
The Customer, and/or the Customer's affiliate(s), as applicable, and its officers and directors shall indemnify, defend, and hold harmless the Seamless Alts Parties and any employee of Seamless Alts or its affiliate who has been appointed to serve as an officer of the Customer ("Appointed Officer") from and against any and all Losses incurred by Seamless Alts or any such Appointed Officer, unless such Losses are directly caused by Appointed Officer's willful misfeasance, fraud, bad faith or gross negligence and the Seamless Alts Parties and such Appointed Officer shall not be liable to the Customer, any related party, affiliate, representative or investor of the Customer. For the duration of any Seamless Alts employee acting as an Appointed Officer of the Customer and/or Customer's affiliate(s), as applicable, and thereafter for so long as an Appointed Officer shall be subject to any pending or possible indemnifiable claim, the Customer and/or Customer's affiliate(s), as applicable, or any present or applicable controlling entity thereof, shall cause to be maintained in effect policies of directors' and officers' liability insurance providing coverage for such Appointed Officer for amounts of at least one million dollars ($1,000,000) ("Liability Insurance"). The minimum AM Best rating for such Liability Insurance carriers shall be not less than A-VI. The Customer agrees to furnish Seamless Alts copies of such Liability Insurance policies within thirty (30) days of the Effective Date, on each anniversary of the Effective Date thereafter, and upon request.
Seamless Alts shall defend, indemnify and hold harmless the Customer from and against any final judgment, including an award of reasonable attorney's fees, that may be awarded by a court of competent jurisdiction against the Customer, resulting from any third-party claim, suit or proceeding that arises from the Customer's use of the Services in accordance with this Agreement that infringes or misappropriates any U.S. trade secret, trademark, or copyright ("Claim").
Notwithstanding the foregoing Seamless Alts will have no indemnity obligation to the Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the Seamless Alts products, services, information, materials, technologies, business methods or processes not furnished by Seamless Alts to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by Seamless Alts) to the product to the extent the infringement or misappropriation is based on such modification; (iii) use of the products in violation of or outside the scope of this Agreement, (iv) an allegation that the product consists of a function, system or method traditionally utilized in a similar software that is not commercially unique to the product, and the commercially unique aspects of such software are not identified in the allegation giving rise to the Claim, (v) user interface or related user design elements not provided by Seamless Alts, (vi) fraud, wilful misconduct or gross negligence by the Customer, (vii) breach or default by the Customer under this Agreement, or (viii) an ordinary and usual expense of such Customer.
The foregoing and following indemnity is subject to the Customer: notifying Seamless Alts in writing within thirty (30) days of becoming aware of any such Claim; giving Seamless Alts sole control of the defense or settlement of such a Claim; and providing Seamless Alts with any and all information and assistance reasonably requested by Seamless Alts to handle the defense or settlement of the Claim.
Notwithstanding the foregoing, in the event of such a Claim, or if Seamless Alts believes that such a Claim is likely, Seamless Alts may, at its sole option and expense: (a) modify the product and or Services or provide the Customer with a substitute that is non-infringing; or (b) obtain a license or permission for the Customer to continue to use the product and Services, at no additional cost to the Customer; or (c) if neither (a) nor (b) is, in Seamless Alts' judgment, commercially practicable, terminate the Customer's access to the product and Services (or to a portion of the product and Services as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the product after termination.
a) The Customer acknowledges that it is subject to applicable laws and regulations, including those of the relevant domicile, regarding anti-money laundering and combating the financing of terrorism, in each case as in force from time to time (the "AML/CFT Requirements"). As part of this, the Customer's is required to establish a program to ensure the Customer complies with such AML/CFT Requirements. This program will, among other things, verify the identity of the Customer's operators (directors, trustees, general partner, etc., as applicable), and investors as also maintain adequate procedures and documentation in compliance with the AML/CFT Requirements.
b) If indicated in the Scope of Work, Seamless Alts, on behalf of the Customer, shall provide, relevant AML/CFT reviews and checks on the Customer's investors and potential investors ("AML Services") in compliance with AML/CFT Requirements and its internal AML policies and AML documents, as amended from time to time.
c) The Customer acknowledges that Seamless Alts' contractual relationship is with the Customer and not with the relevant investors in the Customer or other third parties for the AML/CFT Requirements, and regardless of any AML/CFT Services provided by Customer, the ultimate responsibility for compliance with the AML/CFT Requirements remains entirely with the Customer.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NON-CUSTOMIZED DOCUMENTS. ANY DOCUMENTS PROVIDED BY SEAMLESS ALTS (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE FUND DOCUMENTS) ARE TEMPLATES AND NOT CUSTOMIZED TO THE CUSTOMER'S NEEDS AND SITUATION PRIOR TO DELIVERY. SEAMLESS ALTS STRONGLY RECOMMENDS THAT THE CUSTOMER WORKS WITH ITS LEGAL COUNSEL TO ENSURE THE DOCUMENTS ARE CUSTOMIZED FOR ITS NEEDS AND ALL DISCLOSURES APPLICABLE MADE TO THE INVESTORS PRIOR TO ACCEPTING INVESTOR MONEY AND THAT ALL ACTIONS UNDERTAKEN BY THE CUSTOMER COMPLY WITH RELEVANT SECURITIES LAWS INCLUDING BUT NOT LIMITED TO THE SECURITIES ACT OF 1933, THE INVESTMENT CUSTOMER ACT OF 1940 AND/OR THE INVESTMENT ADVISERS ACT OF 1940, IN EACH CASE AS AMENDED.
EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT SHALL SEAMLESS ALTS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
EXCLUSION OF CERTAIN LIABILITIES. IN NO EVENT DUE TO EXTERNAL FACTORS OUTSIDE OF SEAMLESS ALTS CONTROL, SUCH AS BUT NOT LIMITED TO FALSE INFORMATION, UNTIMELY PROVISION OF INFORMATION AND OTHER EXTERNAL FACTORS, WILL SEAMLESS ALTS BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES RELATING TO (I) COMPLIANCE (INCLUDING BUT NOT LIMITED TO K-1, BLUE SKY FILINGS, W-8, W-9, FORM 1065, TAX WITHHOLDING AND REPORTING, ALL RELEVANT SECURITIES LAWS COMPLIANCE AND FILINGS), (II) SEAMLESS ALTS'S PERFORMANCE OF KYC & AML CHECKS, (III) PREPARATION OF TAX RETURNS OR SIMILAR DOCUMENTS, (IV) SEAMLESS ALTS HANDLING OF THE CUSTOMER'S BANK ACCOUNTS OR WIRE TRANSFER INSTRUCTIONS (INCLUDING, WITHOUT LIMITATION, ANY ERRORS THAT MAY RELATED THERETO), (V) MATTERS RELATING TO SECURITIES LAWS AND REGULATORY FILINGS, INCLUDING WITHOUT LIMITATION, U.S. FEDERAL, STATE AND FOREIGN LAWS, OR (VI) THE CUSTOMER'S PERFORMANCE OF DUTIES AND COMPLIANCE WITH RELEVANT LAWS AND REGULATIONS.
CAP ON MONETARY LIABILITY.
SEAMLESS ALTS' TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO SEAMLESS ALTS BY THE CUSTOMER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY. SEAMLESS ALTS SHALL NOT BE LIABLE FOR ANY LOSS OF DATA OR FUNCTIONALITY CAUSED DIRECTLY OR INDIRECTLY BY THE USERS. THE CUSTOMER ASSUMES ALL RISKS ARISING FROM THE USE OF THE PRODUCT AND SERVICES, INCLUDING ANY PRIVATE OR CONFIDENTIAL DATA, OR OTHER PRIVATE INFORMATION PROVIDED TO SEAMLESS ALTS, INCLUDING THE RISK OF ANY INADVERTENT DISCLOSURE OR UNAUTHORIZED ACCESS THERETO.
Customer acknowledges and agrees that: (i) the Service may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) ("Third Party Integrations"); and (ii) the availability and operation of the Services or certain portions thereof may be dependent on the Seamless Alts ability to access certain Third Party Integrations provided by the Customer (including with certain third-party HR, payroll and compensation services and platforms), and Customer's failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless Seamless Alts, its affiliates, and their directors, officers, employees and agents from all claims, damages and liabilities arising out of Customer's use of any Third Party Integrations in connection with or through the Service. Seamless Alts cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Seamless Alts is not responsible for the operation of any Third Party Integrations, nor the availability or operation of the Service to the extent such availability and operation is dependent on Third Party Integrations.
From time to time, Seamless Alts may modify these Terms. Seamless Alts will use commercially reasonable efforts to notify the Customer of the modifications and the effective date of such modifications through communications via Customer's account, email, or other means.
The Customer may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Customer's acceptance of such modified version.
1. All matters relating to the Service and these Terms and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of State of Illinois, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention for the International Sale of Goods is expressly excluded.
2. The state and federal courts in the State of Illinois, DuPage County, shall have exclusive jurisdiction over matters arising under or associated with this Agreement. The Parties consent to such courts' exclusive jurisdiction and venue and irrevocably waive any objections thereto.
This Agreement represents the entire agreement between Customer and Seamless Alts with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Seamless Alts with respect thereto.
The product and Services are provided to other customers and are not exclusive to the Customer. Seamless Alts may offer similar services to other customers, Seamless Alts is not required to disclose any information obtained through providing services to other customers. Seamless Alts will, at its own expense, secure necessary staffing, office facilities, and resources to perform its obligations under this Agreement. The Customer is not entitled to the exclusive services of any Seamless Alts employee.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Deal Setup Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be waived only in writing executed by both parties, such waiver may be reflected in the Deal Setup Form(s).
Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Seamless Alts may assign, charge, transfer or declare a trust over any of its rights or obligations under this Agreement at any time. The Customer shall not assign, transfer, charge, declare a trust or novate any of its rights under this Agreement, except with the prior written approval of Seamless Alts. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by the Customer to a transferee which executes Seamless Alts' form of agreement agreeing to be bound to all the terms and conditions of this agreement.
All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of intellectual rights or proprietary rights shall survive the termination of this Agreement.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.
EXCLUDED SERVICES
Seamless Alts shall ensure that it provides Services in accordance with the Agreement and Deal Setup Form(s), and as agreed between the Customer and Seamless Alts separately (if applicable), for the sake of clarity, this Schedule 1 (Excluded Services) list the services Seamless Alts does not provide as part of Services, except if agreed otherwise:
Pricing can be found on our website here: https:seamlessalts/pricing.html
The Seamless Alts Platform is a comprehensive turnkey solution that integrates technology and professional services to support every stage of an SPV or alternative investment fund's lifecycle, from formation to closure. By consolidating fund formation, administration, banking, compliance, and investor onboarding into a single platform, it eliminates the need for multiple external service providers-including banks, law firms, and technology vendors. This all-in-one approach reduces costs, enhances operational efficiency, and delivers a seamless experience for fund managers.
Technology Platform
Professional Services
The Seamless Alts Platform is delivered as a fully integrated technology and services solution. Clients receive a tailored experience based on their fund's structure, regulatory requirements, and operational needs. Additional services are available upon request.
Regular updates ensure the platform remains compliant with regulatory changes and continues to offer the latest in fund administration technology. Seamless Alts provides client support, with proactive monitoring, troubleshooting, and training as needed.