CONTRACT 6952 Vender AgreementAgreement No. 6952
PLATFORM SUBSCRIPTION
ORDER FORM Pricing Expires: May 31, 2024
Licensee Shipping Information PitchBook Contact Information
Company Name: City of El Segundo Joe McMahon
Ship To Address: 350 Main Street, El Segundo, California joe.mcmahon@pitchbook.com
90245 United States
Primary Contact:
Primary Email:
Primary Phone:
Licensee Billing Information
Bill To Contact:
Bill To Email:
Bill To Phone:
Bill To Company:
Bill To Address:
Cristina Reveles
creveles@elsegundo.org
+13105242372
Cristina Reveles
creveles@elsegundo.org
+13105242372
City of El Segundo
350 Main Street El Segundo, California 90245
United States
PitchBook Subscription Details
Standard Platform Subscription Authorized Users: (3) USD 30,000.00
PitchBook Emerging Technology Research Included
Morningstar Equity Research Entitlement Included
CRM PitchBook Plugin Not Included
Annual Contract Value USD 30,000.00
Year 1 Subtotal USD 30,000.00
Grand Total Commitment USD 30,000.00
Authorized Users are entitled to access the services listed as Included above. All prices are
in USD. This is not an invoice. Taxes are not included. Applicable taxes will be added on
your final invoice. Licensee agrees to pay applicable invoiced taxes.
Additional Authorized Users: Licensee may add additional Authorized Users at the following annualized cost per seat:
Standard Additional User: USD 10,000
PitchBook I Platform Order Form
Pagel of 4
Agreement No. 6952
For the purposes of the content license agreement referenced below, the "Content" provided under this order form includes
information related to companies, transactions, industries, technologies, and people that is provided to Licensee on or in
connection with PitchBook web and mobile applications. For the purposes of the content license agreement referenced below,
the "Services" provided under this order form include the delivery of the Content through pitchbook.com, lcdcomps,com, and any
applications PitchBook may make available, or through communications with PitchBook employees or agents.
Terms
Subscription term Start date: Date of Client's End date: Date of Client's Signature Plus 12
Signature Months
Payment Schedule Payment is due upon the start date of this order. PitchBook may invoice 15 days in
advance.
Payment Terms
Net Payment Terms: Licensee agrees to pay PitchBook in accordance with the above payment schedule with
the following terms: Net 15 from receiving a valid invoice.
Payment Method: Licensee agrees to pay Pitch Book via ACH
ACH Account information and payment instructions will be listed at the bottom of your
invoice.
Invoice Delivery Method: An invoice will be sent by email to creveles@elsegundo.org.
Purchase Order Information: Please check the box that applies:
By checking this box, I confirm a Purchase Order IS required.
Enter the PO Number:
By checking this box, I confirm a Purchase Order is NOT required.
By checking this box, I confirm a Purchase Order IS required, but not yet availa , 1
agree to provide a Purchase Order Number within 10 business days.
Automatic Renewal This order form will automatically renew for subsequent annual terms subject to any
price increase communicated by PitchBook at least 45 days in advance of renewal.
Licensee may cancel the automatic renewal by providing at least 30 days advance
written notice to PitchBook.
License Agreement By executing this order form, the parties agree to the terms of PitchBook's content license
A Word orPDF version ofth s agreement canbeprovided upon request. f the parties
agreement,1. p
s
mutually sign a content license agreement in connection with the execution of this order,
the attached signed content license agreement will apply, instead of the content license
agreement linked above.
Limits There is no limitation to the exporting or printing of public company fundamental
data.
Authorized Users may not export or print more than 1,000 rows of company,
deal, or fund data per day. Authorized Users may not export or print more than
500 rows of people data per day.
PitchBook I Platform Order Form
Page 2 of 4
Authorized Users may not export or print more than 2,000 row of c��,,m,,ppany, deal,
or fund data per month. Authorized Users may r� r d� iR Mikan 1,000
rows of people data per month.
Licensee may not use printing and downloading rights to compile a quantity of
data that has significant independent commercial value.
Additional Terms Licensee represents that all of its Authorized Users are sophisticated professionals
who are able to assess the merits of PitchBook, their own information needs, and
the adequacy of the information provided to them.
PitchBook may terminate Licensee's access to LCDcomps.com during the term of
this Agreement.
** Signature page follows **
PitchBook I Platform Order Form
Page 3 of 4
Agreement No. 6952
By signing below, each parry agrees, that it has read, understood, and agreed to all the terms of the content license
agreement and this order form.
Licensee
Sign Lure
S
Name
b e ou. -
Title
�&3/Z4
Date
FORM.
v
CI i" ATTORNEY
TS-
City Clol,k
City of El Segundo
PitchBook Data, Inc.
Signature
Richard Bainbridge
Name
Managing Director
Title
5/23/24
Date
Pitch Book i Platform Order Form
Page 4 of 4
Agreement No. 6952
CONTENT LICENSE AGREEMENT
This Content License Agreement (this "Agreement") is agreed to by PitchBook Data, Inc., ("PitchBook"),
and the licensee identified in the signature block below ("Licensee").
1. License
1.1. Content License & Order Form
PitchBook agrees to deliver the data detailed in an order form between Licensee and
PitchBook ("Order Form") to Licensee through the method identified in the Order Form.
For the purposes of this Agreement, "Content" means the information delivered to
Licensee in connection with the Order Form. PitchBook grants Licensee a limited license
during the term described in an Order Form to access the Services and use the Content
as permitted in Section 3 and as may be additionally permitted by an Order Form. To the
extent there is a conflict between any terms of this Agreement and the terms of an
Order Form, the terms of the Order Form will control.
1.2. Services
For the purposes of this Agreement, "Services" means the delivery of the Content and
any provision by PitchBook of technology used to access the Content. PitchBook may
modify the Services or Content at any time, provided that no such modifications
materially degrade the Services.
1.1 Affiliates
The parties' affiliates may agree to the terms of this Agreement by executing a mutually
agreed Order Form that references this Agreement. If the licensor entity is an entity
other than PitchBook Data, Inc., Licensee agrees that PitchBook Data, Inc. may enforce
the rights of the PitchBook licensor entity identified on the Order Form with respect to
that Order Form. If different Licensee affiliates execute different Order Forms under this
Agreement, only the Licensee entity that executed an Order Form will be liable for the
Licensee activity associated with that specific Order Form.
2. Authorized Users
An "Authorized User" is an employee of Licensee who is a natural person, who works within the
organization listed on an Order Form, and who is designated by Licensee as an Authorized User
under this Agreement. Except as otherwise agreed in this Agreement or an Order Form, only
Authorized Users may view or access Content. All Authorized Users must only access the
Services using SSO or an email address at Licensee's Internet domain and only use the Content
and Services on behalf of Licensee. Seats licensed for Authorized Users may be reassigned once
per quarter if the seat is being assigned to a new employee or an employee taking on a new
role. Licensee is responsible for all use of the Content or Services by any Authorized User.
PitchBook Data Inc. I Content License Agreement I October 2022 Page 1 of 13
Agreement No. 6952
Licensee must promptly notify PitchBook in writing if Licensee is aware of any unauthorized
access or use of the Content or Services.
3. Allowed Usage
3.1. Use for Internal Business Operations
Subject to Section 4, the Services and Content may only be used for Licensee's internal
business operations. An Authorized User may view, download, and manipulate the
Content for Licensee's internal business operations.
3.2. Use of Content in Work Product
3.2.1. Definitions
"Work Product" means presentations, reports, or other documents or
communications prepared by Licensee in accordance with this Agreement that
contain Raw Data or Derived Data, as defined in this Agreement.
"Derived Data" means data that: (A) is created by an Authorized User; (B)
contains Content as one or more inputs; (C) is sufficiently transformed so that
any Content on which the data is based cannot be readily understood, reverse
engineered, disassembled, or decompiled by someone reasonably knowledge of
financial services or reasonably skilled in financial services software
applications; and (D) is created in accordance with this Agreement.
"Aggregated Content" is Derived Data that does not contain data inputs from
sources other than the Content.
"Raw Data" means unaltered data points from the Content.
3.2.2. Permitted Use of Raw Data in Work Product
Authorized Users may incorporate Raw Data into Work Product so long as (A)
the quantity of Raw Data incorporated into the Work Product has no material
independent commercial value; (B) any Raw Data incorporated into the Work
Product accurately reflects the Content; (C) the Work Product is issued in
Licensee's name, and not on behalf of a third party; and (D) any incorporated
Raw Data includes the following attribution: Source: PitchBook Data, Inc.
3.2.3. Permitted Use of Derived Data in Work Product
Authorized Users may incorporate Derived Data into Work Product so long as
(A) any Aggregated Content incorporated into the Work Product does not
misrepresent the Content; (B) the Work Product is issued in Licensee's name,
and not on behalf of a third party; and (C) any incorporated Aggregated Content
includes the following attribution: Source: PitchBook Data, Inc.
PitchBook Data Inc, I Content License Agreement I October 2022 Page 2 of 13
Agreement No. 6952
3.2.4, Publication of Work Product
Subject to the terms of this 3.2.4, Work Product created in accordance with this
Agreement may be freely shared internally and externally. If Licensee intends to
publish Work Product containing Aggregated Content to more than 5,000
people who are not employed by Licensee, Licensee will provide the
Aggregated Content to PitchBook in advance of publication so that PitchBook
can attempt to verify that the Aggregated Content accurately reflects the
Content. If PitchBook communicates that the Aggregated Content does not
accurately reflect the Content, Licensee must update the Aggregated Content
prior to external publication. If PitchBook makes no comment on the Work
Product within five business days of submission to PitchBook, Licensee may
proceed with publication. Besides the assistance identified in this Section 3.2.4,
if PitchBook assists Licensee in the creation of Work Product, Licensee may be
charged additional fees as agreed to in writing by PitchBook and Licensee in a
separate Order Form.
3.2.5. Ownership of Work Product
Except for PitchBook's rights to Content incorporated into Work Product, as
between PitchBook and Licensee, Licensee retains all rights to Work Product it
has authored in accordance with this Agreement.
3.3. Reservation of Rights
Except as expressly provided in an Order Form or this Agreement, as between Licensee
and PitchBook, all rights in the Services or Content belong to PitchBook. Licensee
obtains no other rights to the Services or Content and waives any rights in suggestions
related to the Services the Licensee or Authorized Users provides to PitchBook.
3.4. Certification
Upon PitchBook's request, Licensee will provide a signed statement certifying Licensee
compliance with the Order Form and Agreement. Licensee will provide such a
certification in response to a request from PitchBook up to two times in any 12-month
period.
4. Prohibited Usage
4.1. No Uses Competitive with PitchBook
Licensee may not use the Content in furtherance of a Competitive Product. A
"Competitive Product" is a product or service that provides information substantially
similar to information marketed and licensed by PitchBook as of the start date of a given
Order Form (the "Effective Date"). The Content may not be used for any competitive
analysis of how PitchBook's products or services compare to a Competitive Product.
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Agreement No. 6952
4.2. Limitation on Distribution
Except as explicitly allowed under Section 3 or an Order Form, Licensee may not
transfer, sell, rent, distribute, display, or disclose any portion of the Services or Content
to anyone except other Authorized Users under that Order Form. Only the number of
Authorized Users designated in an Order Form may access the Services or Content for
the Licensee.
4.3. No Technological Attacks
4.3.1, No Reverse Engineering
Except as expressly permitted in an Order Form or this Agreement, Licensee
agrees not to modify, decompile, decrypt, disassemble or reverse engineer any
portion of the Services.
4.3.2. No Scraping
Licensee may not use or attempt to use any deep -link, scraper, robot, bot,
spider, data mining, computer code or any other device, program, tool,
algorithm, process or methodology to systematically access, acquire, copy, slow,
or monitor any portion of the Content or Services. If Licensee intentionally
collects Content from the Services in violation of this Section 4.3.2, Licensee will
promptly, upon receipt of an invoice, delete such collected Content and pay
150% of the then -market -value of the Content.
4.4. Unauthorized Access
Licensee may not violate the security of the Services or attempt to gain unauthorized
access to PitchBook's systems. Authorized Users may not disclose log -in credentials or
passwords to the Services to anyone.
4.5. No Violations of Third -Party Intellectual Property
Licensee may not use the Services or Content in a manner that infringes or violates the
intellectual property or proprietary rights of PitchBook or any third -party, including,
without limitation, the rights of privacy or publicity. Licensee must not remove or
obscure the copyright, trademark, service mark, or other notices contained in the
Services or Content.
4.6. No Use in Databases
Except as explicitly permitted through an Order Form, Licensee may not input any
Content into a customer relationship management application or other database.
4.7. Prohibition of Machine Learning
Except as explicitly permitted in an Order Form, Licensee may not to use the Content in
conjunction with any machine learning, neural network, deep learning, predictive
analytics, or other artificial intelligence.
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Agreement No. 6952
4.8. No Use in Violation of Laws
Licensee may not use the Services or Content in any manner that is unlawful.
4.9. No Offering of Securities
Licensee may not use the Services or Content in such a way as to be deemed to be
engaging in the offering or solicitation of investments in unregistered securities or to be
using the Services or Content for any other unlawful investment purposes. For the
absence of doubt, PitchBook agrees that Licensee may use Content in presentations to
potential investors in accordance with Section 3.2 of the Agreement or an Order Form.
4.10. Fund Prior Performance Data
Unless Licensee is an accredited investor, Licensee will not access fund prior
performance data. Licensee represents to PitchBook that Licensee is an accredited
investor under SEC Rule 501. Licensee will promptly notify PitchBook if Licensee ceases
to qualify as an accredited investor under Rule 501. If Licensee uses the Services to
access any fund's prior performance data, Licensee will not, within 30 days of the
Effective Date, purchase securities from an investment fund that has prior performance
data on PitchBook unless: (a) Licensee has previously invested in or been solicited by
that fund; (b) Licensee had a substantive pre-existing relationship (as defined in C&DI
Question 256.31 and C&DI Questiop 256.29) with that fund prior to purchasing that
fund's securities; or (c) Licensee is actively considering an investment in that fund prior
to the Effective Date.
4.11. No Use for Creditor Employment Eligibility
Licensee may not use the Content as a factor in establishing an individual's eligibility for
employment, or for credit or insurance to be used primarily for personal, family, or
household purposes.
4.12. Professional Conduct
Each party must treat the other party's employees with a reasonable level of cordiality
and professionalism.
5. Payment
5.1. Fees
Licensee will pay PitchBook the fees ("Fees") agreed in each Order Form. If Licensee
breaches any Order Form or Agreement with PitchBook, PitchBook may suspend
Licensee's access to the Services and any unpaid Fees will be due immediately.
5.2. Taxes
Licensee will pay any taxes applicable to the Fees other than those taxes based on
PitchBook's net income. Licensee will make all payments to PitchBook without reduction
for any withholding taxes. Any withholding taxes will be Licensee's sole responsibility
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Agreement No. 6952
and Licensee will provide evidence of Licensee's payment of any such withholding taxes
to PitchBook upon PitchBook's request.
5.3. Fees for Subsequent Terms
Unless otherwise provided in the Order Form, the fees listed in an Order Form are valid
only for the term corresponding to the Order Form. PitchBook may change the Fees for
any renewal term upon notice to Licensee no later than 45 days prior to the end of the
current term. Upon automatic renewal, Fees will be the higher of: (A) the most recent
annualized Fees for the concluding term; or (B) the amount of the increased Fees
communicated to Licensee in accordance with this Section 5.3. Upon automatic renewal
of Order Forms that have a term other than 12 months, Fees will be the higher of: (A)
the cost of the most recent 12 months' services, or if no such cost has been separately
listed in such Order Form, then the average annual cost of the Services over the term of
the Order Form; or (B) the amount of the increased Fees communicated to Licensee in
accordance with this Section 5.3.
6.. Upload and Personalization Features
PitchBook does not claim an ownership interest in any non-public data or content not originally
sourced from PitchBook, its affiliates, or any of their suppliers, that is separately added by
Licensee or its Authorized Users to the Services ("Licensee Data"). If activated, some Services
may permit Authorized Users to upload Licensee Data. PitchBook has no control over the
content of Licensee Data and accepts no responsibility for its accuracy, completeness, or
timeliness. Licensee grants PitchBook a limited license to display the Licensee Data to Licensee's
Authorized Users, or as provided in the Services. Licensee is solely responsible for any use it
makes of Licensee Data, and for ensuring that Licensee Data complies with all applicable laws
and regulations and does not violate any third -party rights.
7. Term & Termination
7.1. Term of This Agreement
This Agreement will remain in effect unless terminated in accordance with Section 7.3.
In addition, if PitchBook allows Licensee to continue to access the Services even though
an Order Form has expired or been terminated, this Agreement will continue to govern
the Licensee's access to the Services.
7.2. Term of Order Forms
Order Forms will remain in effect for the duration of the term provided in the relevant
Order Form, and Order Forms will automatically renew for additional one-year terms
unless written notice of a party's decision to opt out'of such auto renewal is provided 30
days in advance of the conclusion of the current term. The term under any Order Form,
together with any renewal terms, is collectively referred to as the "Term".
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Agreement No. 6952
7.3. Termination
7.3.1. Upon Conclusion of Order Form Term
This Agreement will terminate effective as of the conclusion of all outstanding
Order Forms. Neither party may terminate the services to be provided under an
Order Form for convenience.
7.3.2. For Breach
Either party may terminate this Agreement and any Order Form if the other
party materially breaches its obligations under this Agreement, or an Order
Form, and does not cure such breach within 30 days of receiving a written
notice specifying the breach.
7.3.3. For Bankruptcy
Either party may terminate upon written notice if the other party files for
bankruptcy, makes an assignment for the benefit of creditors, has a receiver
appointed, or becomes insolvent.
7.4. Effect of Termination of Services
If Licensee terminates or does not renew the services being provided under an Order
Form:
(A) The license granted in Section 1 of this Agreement terminates with respect to
the Services and Content associated with such Order Form;
(B) Licensee must immediately stop accessing, using, and storing such Content and
Services;
(C) Licensee must take commercially reasonable efforts to promptly expunge the
Content from its possession; and
(D) Despite parts (B) and (C) above, (1) Licensee may continue using Work Product
created during the Term in accordance with this Agreement; and (2) Licensee
may retain Content as reasonably needed for archival or regulatory purposes so
long as no continued use is made of the Content.
7.5. Effect of Termination of this Agreement
Sections 1.3, 3-5, 7-12, 14-17, and 20-24 will survive the expiration or termination of this
Agreement.
8. Confidential information
8.1. Confidential Information Defined
"Confidential Information" means commercially sensitive or valuable information that is
disclosed by PitchBook to Licensee or disclosed by Licensee to PitchBook in the course of
entering into or performing this Agreement.
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Agreement No. 6952
8.2. Exclusions from Confidential Information
Information is excluded from the definition of "Confidential Information" if it is: (A)
already in the public domain; (B) lawfully obtained from a third party; (C) lawfully known
to the receiving party prior to the disclosure by the other party; or (D) independently
developed by the receiving party without reference to the other party's Confidential
Information.
8.3. Use of Confidential Information
PitchBook and Licensee will not use or disclose the Confidential Information disclosed by
the other party except (A) as expressly permitted by this Agreement, (B) as reasonably
needed by PitchBook to perform its obligations under this Agreement or improve its
services, (C) either party may disclose Confidential Information as reasonably needed to
enforce its rights under this Agreement, and (D) either party may disclose Confidential
Information if required to do so by a subpoena or court order. If a party is obligated to
disclose Confidential Information by a subpoena or court order, such party will promptly
notify the other party of such pending disclosure in sufficient detail so that the
disclosure may be objected to or that remedial actions may be taken.
8.4. Care of Confidential Information
PitchBook and Licensee will each protect Confidential Information disclosed by the
other party from unauthorized disclosure with the same degree of care as it uses with
respect to its own Confidential Information, but in no event less than a reasonable
degree of care.
9. Representations & Warranties
9.1. Licensee's Representations and Warranties
Licensee represents and warrants to PitchBook that Licensee has the necessary
authority to enter into and perform its obligations under this Agreement and that this
Agreement has been duly authorized and executed by Licensee.
9.2. General Disclaimer of Warranties
The Services and Content are provided to Licensee on an "As -Is" and "As Available"
basis. Except as expressly stated in this Agreement, there are no representations or
warranties about the nature or quality of the Content or the Services. PitchBook has
not and cannot make any guarantee that the Content is an accurate reflection of real -
world facts.
9.3. Disclaimer of Specific Warranties
Without limiting the general nature of Section 9.2, PitchBook makes no warranty,
express or implied, as to the accuracy of the Content, the results that may be obtained
as a result of using the Content or the Services, and PitchBook expressly disclaims any
condition of quality and implied warranties of title, non -infringement, accuracy,
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merchantability, or fitness for a particular purpose. Licensee represents that it has not
relied upon any warranty or representation made by PitchBook except as specifically
stated in this Agreement.
10. Indemnification
10.1. Licensee's Promise to Indemnify
Licensee will defend and indemnify PitchBook from any third -party claims, costs,
reasonable attorneys' fees, damages, or other liabilities that arise out of Licensee's
unauthorized use or disclosure of the Content or Services. For the purposes of this
Section 10.1, "PitchBook" includes any directors, officers, employees, or agents of
PitchBook.
10.2. Procedures
PitchBook will (A) promptly notify Licensee of any claim that would trigger the
indemnification obligation in Section 10.1, (B) assist Licensee, at Licensee's expense, in
the defense and settlement of the claim, and (C) refrain from settling the claim without
Licensee's prior written consent so long as Licensee doesn't unreasonably withhold or
delay such consent. PitchBook can select its legal representation for defense of the
claim.
11. Limitation of Liability
11.1. No Liability for Fault with Content
Except as expressly agreed otherwise in this Agreement, (A) the Content and the
Services are provided "as -is" and "as available," and (B) PitchBook will not be liable
for any damages incurred by Licensee or that result from Licensee's use of the
Content.
11.2. Categorical Limitation on Damages
Except for Licensee's gross negligence, willful misconduct, or indemnification
obligations under this Agreement, under no circumstances will either party be liable
for any indirect, incidental, special punitive, exemplary, or consequential damages
with respect to this Agreement. This categorical limitation on damages applies even if
such damages could have been foreseen or prevented.
11.3. Limitation on Liability
Except for Licensee's gross negligence, willful misconduct, or indemnification
obligations under this Agreement, under no circumstances will either party be liable
to the other party in excess of the amount actually paid or payable by Licensee to
PitchBook under this Agreement within the 12 months preceding the liability -causing
events.
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12. Securities Matters
12.1. No Offer of Securities
The Services and Content are for informational purposes only. Nothing in the Content
constitutes or should be construed as: (A) a solicitation or offering of any investment or
securities or a recommendation to acquire or dispose of any investment or security; or
(B) the provision of any financial, tax, legal, or other advice.
12.2. No Investment Advice
Nothing in the Services or Content will be deemed to constitute: (A) information that
specifically addresses any specific individual's investment objectives, financial situation,
or the particular needs of any specific person who may receive the Services or Content;
(B) establishing an advisory relationship; or (C) a transaction in securities for the account
of others.
12.3. Independence
None of PitchBook's directors, officers, employees, or agents (A) acts on behalf of any
other entity in providing information in the Content, (B) is paid to market securities to
investors, (C) participates in negotiations between an entity providing information in the
Content and any investor, (D) handles any money or securities in transactions between
investors and any entity providing information in the Content, or (E) assists any entity
providing information in the Content with the completion of any securities transactions
between such entity and an investor.
13. Links to Third -Parry Sites
The Services or Content may contain links to other web sites ("Linked Sites"). The Linked Sites
are not under PitchBook's control and PitchBook is not responsible for any Linked Sites.
PitchBook provides these links only as a convenience, and the inclusion of any link is not an
endorsement by PitchBook or indication of any association with its operators.
14. Assignment
Neither party may assign its rights or obligations under this Agreement without the other party's
written consent. Neither party may unreasonably withhold consent. Despite the previous two
sentences, PitchBook may assign its rights to collect payment owed under this Agreement.
15. Waiver
For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver
will be construed as narrowly as reasonably possible.
16. Notice
Notices required under this Agreement may be sent to the email or physical address included on
the Order Form. All notices will be deemed received two days after the day on which they are
physically sent, the day on which they are emailed, or the day on which the courier service
estimates delivery, whichever is later. A party may update its contact information for
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Agreement No. 6952
notifications by sending a notice of the updated contact information to the other party in
accordance with this Section.
17. Excuses for Failure to Perform
Neither party will be liable for any failure or delay in the performance of its obligations under
this Agreement if such failure or delay is directly caused by unforeseeable events beyond the
party's control.
18. Relationship of the Parties
Nothing in this Agreement will be construed to create a legal partnership or joint venture
between the parties.
19. Entire Agreement
This Agreement together with the Order Form and the DPA referenced in Section 28 below
constitutes the entire agreement between the parties with respect to the subject matter of this
Agreement, and this Agreement supersedes any prior agreement between the parties with
respect to the subject matter of this Agreement. Any Licensee terms provided to Pitch Book
through Licensee's purchase order or web portal are of no force as between PitchBook and
Licensee.
20. Amendment
This Agreement may be amended only in a writing signed by an authorized representative of
both parties.
21. Waiver of Class Action
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related
to this Agreement will be adjudicated on an individual basis and not in a class or representative
action or as a member of a class, mass, consolidated or representative action, irrespective of the
forum in which such disputes are heard. Licensee will not join any of its claims related to this
Agreement with the claim or claims of any other person or entity.
22. Choice of Law
This Agreement will be construed and enforced in accordance with the laws of the State of
California, without reference to its choice of law principles.
23. Jurisdiction & Venue
The parties will resolve any disputes related to this Agreement in the state or federal courts
located in Los Angeles County, California. Each party consents to the jurisdiction of these courts
and irrevocably waives any objection to resolving a dispute related to this Agreement in these
courts.
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24. Export Control Compliance
Licensee agrees to comply with all relevant export and trade control laws, regulations, or
requirements of the United States and other relevant jurisdictions, including, without limitation,
the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic
sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of
the previous sentence, Licensee agrees to comply with all relevant laws governing Licensee's
purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software
or technology) provided to it under this Agreement.
25. Attorney Fees and Costs
If a party initiates a legal proceeding to enforce the terms of this Agreement or any Order Form,
the substantially prevailing party will be entitled to an award of its attorney fees and costs.
26. Recognition
PitchBook may use Licensee's name on PitchBook promotional materials to identify Licensee as
a client of PitchBook.
27. Leveraged Commentary and Data ("LCD") Terms
27.1. Third Party Terms
With respect to any LCD content accessed by Licensee, Licensee agrees to the additional
third -party terms available at pitchbook.com/Icd-third-party-terms.
27.2. Index Data
Use of the levels and constituents data for the leveraged loan indexes, i.e., performance,
holdings, and weights ("Index Data"), outside of Icdcomps.com, pitchbook.com, or other
applications provided by PitchBook in connection with the Services, requires a direct
license from Morningstar. Authorized Users are only permitted to view or receive the
Index Data in the form in which it is provided or presented for internal informational
purposes and may not redistribute, manipulate, or create derivations of Content from
the Index Data unless separately licensed by Morningstar for such use.
28. Data Security and Privacy
PitchBook will maintain reasonable physical and technical safeguards to prevent the
unauthorized disclosure of or access to Licensee Data. PitchBook may suspend an Authorized
User's access if PitchBook reasonably determines that it needs to do so in order to maintain the
security of the Services or Content. Where Licensee is the source of personally identifiable
information of data subjects ("PII"), and the PH is provided to PitchBook for the purpose of
entering into or performing this Agreement, the parties incorporate the data processing
agreement ("DPA"), including the Standard Contractual Clauses and UK Addendum, available at
pitchbook.com/dpa.
PitchBook Data Inc. I Content License Agreement I October 2022 Page 12 of 13
Agreement No. 6952
By signing below each party acknowledges that it has read, understood, and agreed to all the terms of
this Agreement.
Licensee
Si nature
Name
Title
5 3 z
Date
IAIP "T AS TO FOitfo
CITY M TORNEY
di EST:
D Serurdo
PitchBook Data, Inc.
Signature
Richard Bainbridge
Name
Managing Director
Title
5/23/2024
Date
Pitch Book Data Inc. I Content License Agreement I October 2022 Page 13 of 13