This Subscription Agreement (“Agreement”) is agreed to by PitchBook Data, Inc. (“PitchBook”), and the entity identified in the relevant order form (“Subscriber”).

1. Services

1.1. Services Identified in Order Form

PitchBook will make available, and Subscriber may access and use, LCD services (the “Services”) identified in one or more order forms (each, an “Order”) executed by PitchBook and Subscriber. Each Order is incorporated into this Agreement by reference. If the terms of an Order conflict with the terms of this Agreement, the terms in the Order will control.

1.2. Site & Applications

The Services will be made available via lcdcomps.com (the “Site”) or as otherwise agreed in an Order. Any content, information, data, reports, or commentary delivered by PitchBook to Subscriber in connection with an Order will be referred to as the “Content”. Except for providing access to the Site and the Content, PitchBook provides no other services pursuant to this Agreement.

1.3. Updates

PitchBook may modify the Services, Site, or Content at any time, provided that no such modifications materially degrade the Services.

1.4. Effective Date

This Agreement is effective as of the date identified in the Order (“Effective Date”). If the Order does not contain an effective date, the Effective Date is the date Subscriber signed the Order.

2. Users

2.1. Requirements for Use

An “Authorized User” is an employee of Subscriber who is a natural person, who works within the organization listed on the Order, and who is designated by Subscriber as a user under this Agreement. All Authorized Users must: (A) complete the Site registration process using a unique Site username and password or SSO; (B) only access the Services using SSO or an email address at the Subscriber’s Internet domain; (C) only use the Site, Content, and Services on behalf of Subscriber.

2.2. Quantity of Authorized Users

The Order identifies the number of Authorized Users who may be granted access under this Agreement. Upon payment of the fees specified in the Order, Subscriber may, during the term specified in an Order, increase the quantity of Authorized Users.

2.3. Subscriber Is Responsible for Authorized Users

Subscriber is responsible for all use of the Services by anyone accessing the Services using a username or password issued to its Authorized Users, except Subscriber will not be responsible for such usage to the extent such usage arises from PitchBook’s wrongful disclosure of such username or password. Subscriber must promptly notify PitchBook in writing if Subscriber becomes aware of any unauthorized access or use of the Services.

2.4. Usage Limitation

PitchBook may limit usage on an individual user basis. Subscriber acknowledges that while PitchBook’s primary intent with such usage restrictions is to maintain the technical security of the Site and to limit scraping, extraordinary but legitimate usage may also be prevented by such usage restrictions. If Subscriber’s extraordinary but legitimate usage is limited by such restrictions, PitchBook will attempt to find a mutually acceptable solution for the usage restrictions.

3. Allowed Usage

3.1. Use for Internal Business Operations

Subject to the restrictions in Section 4 , the Services and Content may be used for the purposes of Subscriber’s internal business operations. An Authorized User may view, download, and manipulate the Content for Subscriber’s internal business operations.

3.2. Work Product

3.2.1. Work Product Definition
For the purposes of this Agreement, “Work Product” means presentations, reports, or other documents or communications prepared or delivered by Subscriber that incorporate Raw Data or Derived Data (as each term is defined below).

3.2.2. Derived Data Definition
“Derived Data” is data that meets all of the following criteria: The data (A) is created by an Authorized User; (B) contains Content as one or more inputs to the data; (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 knowledgeable of financial services or reasonably skilled in financial services software applications; and (D) is created in accordance with the terms of this Agreement.

3.2.3. Raw Data Definition
Raw Data means unaltered data points from the Content.

3.2.4. Permissible Quantity of Raw Data
Work Product may not be shared with individuals who are not Authorized Users if the Work Product contains a quantity of Raw Data that has material independent commercial value.

3.2.5. Internal Use of Work Product
Work Product may be shared with Subscriber’s employees (including employees who are not Authorized Users) for the purposes of Subscriber’s internal business operations.

3.2.6. External Use of Work Product
Subject to 3.2.4, Work Product may be shared with individuals who are neither Authorized Users nor Subscriber’s employees on the following conditions:

(A) Any Derived Data must accurately reflect the Content;

(B) For any Raw Data or Derived Data included in the Work Product, Subscriber must provide the following source attribution: Source: PitchBook Data, Inc.; and

(C) Before Subscriber publicly shares any Derived Data, Subscriber must submit the Derived Data for PitchBook’s review. PitchBook will review the Derived Data and communicate any concern as to whether the Derived Data accurately reflects the Content. If PitchBook communicates that the Derived Data is not accurate, Subscriber must update the Derived Data accordingly prior to publicly sharing the Derived Data. If PitchBook does not comment on the accuracy of the Derived Data within five business days of receiving such Derived Data for review, then Subscriber may proceed with publication despite this paragraph. For the purposes of this paragraph “publicly shares” means to share with an audience that includes more than 500 individuals who are not employees of Subscriber.

3.2.7. Ownership of Work Product
PitchBook will retain all rights to Content incorporated into Work Product. Subject to the preceding sentence, as between PitchBook and Subscriber, Subscriber will retain all rights to Work Product that is authored by Subscriber, subject to the obligations of Section 3.2.6 .

3.3. Reservation of Rights

Except as expressly provided otherwise in this Agreement, all rights—including all copyrights and other intellectual property rights—in the Services, Site, and Content, belong to PitchBook or PitchBook’s suppliers. Unless expressly provided otherwise, nothing in this Agreement is to be construed to grant Subscriber any license or right to the Site, Services, or Content.

4. Prohibited Usage

4.1. No Uses Competitive with PitchBook

Subscriber agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with data that is substantially similar to data marketed and licensed by PitchBook at of the Effective Date. The Content may not be used for any competitive analysis of how PitchBook’s products and services compare to a Competitive Product being offered or developed by Subscriber.

4.2. Limitation on Distribution

Except as explicitly allowed under Section 3 or the terms of an Order, Subscriber may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to anyone.

4.3. No Technological Attacks or Scraping

Subscriber 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, or monitor any portion of the Content or Site. Additionally, Subscriber may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Applications. Further, Subscriber will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. If Subscriber collects data from the Site in violation of this Section 4.3 , Subscriber agrees to promptly, upon receipt of invoice, delete such data and pay 150% of the then-current direct data pricing for such data.

4.4. Unauthorized Access

Subscriber may not—through hacking, password mining, or any other means—violate the security of the Site or attempt to gain unauthorized access to the site, Content, or PitchBook’s computer systems. Authorized Users may not share their password or other login credentials to the Services.

4.5. No Violations of Third-Party Intellectual Property

Subscriber may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of PitchBook, Morningstar, or any third party, including, without limitation, the rights of privacy and publicity. Subscriber agrees to the additional third-party terms located at: www.pitchbook.com/lcd-third-party-terms.

4.6. No Use in Third-Party Databases

Subscriber may not input any Content into a customer relationship management application or any other third-party database.

4.7. No Use in Violation of Laws

Subscriber may not use the Site or Content in any manner that is unlawful or that harms PitchBook. Additionally, Subscriber may not use the Site or Content in any way that is fraudulent, false, or deceptive.

4.8. No Offering of Securities

Subscriber may not use the Services, Site, or Applications in such a way as to be deemed to be engaging in the offering or solicitation of investments in securities or to be using the Services or Site for any other improper investment purposes.

4.9. No Use for Credit or Employment Eligibility

Subscriber 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.

4.10. PitchBook Intellectual Property Marks

Subscriber must not remove or obscure the copyright, trademark, service mark, or other notices contained in the Site, Services, Applications, or Content, regardless of whether such notices relate to rights possessed by PitchBook or its parent company Morningstar, Inc. (“Morningstar”) or any affiliate of Morningstar. Subscriber may not use the trademarks, service marks, logos, or other proprietary identifiers of PitchBook, Morningstar, affiliates of PitchBook or Morningstar, or PitchBook or Morningstar suppliers without prior written consent.

4.11. Professional Conduct

Subscriber must treat PitchBook employees with a reasonable level of cordiality and professionalism.

4.12. Index Data

Use of the levels and constituent data for the leveraged loan indexes, i.e., performance, holdings and weights, (“Index Data”) outside of LCDcomps.com 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 Derived Data from the Index Data unless separately licensed by Morningstar for such use.

5. Payment Terms

5.1. Fees

Subscriber will pay all fees listed in the relevant Order (“Fees”). The Fees only apply with respect to the term provided in the Order. PitchBook may change the Fees for any Renewal Term (as defined below) upon notice to Subscriber no later than 45 days prior to the then-current anniversary of the Effective Date. Unless provided otherwise, all amounts paid under this Agreement are non-refundable.

5.2. Timing of Payment

Subscriber will pay all Fees contained on an Order within 15 days following the Effective Date. If the Agreement is automatically renewed, Subscriber will pay all Fees for renewal terms on each anniversary of the Effective Date during the Term. If such payment is not timely made, PitchBook may suspend Subscriber’s access to the Site, and Services. Unpaid Fee balances will accrue interest at the rate of 1.5% per month.

5.3. Taxes

Subscriber is solely responsible for all applicable sales, use, and other taxes or similar charges or duties incurred in connection with this Agreement (collectively, “Taxes”). Subscriber will promptly reimburse PitchBook if PitchBook is required to pay any Taxes for which Subscriber is legally responsible. Despite the previous two sentences, PitchBook remains solely liable for any taxes assessed on its net income.

6. Recognition
PitchBook may use Subscriber’s name and logo on PitchBook promotional materials to identify Subscriber as a client of PitchBook.

7. Term

7.1. Term of this Agreement

This Agreement will commence on the Effective Date and will terminate if no Order is in effect. If a new Order is agreed to after the termination of this Agreement, this Agreement will be reinstated unless otherwise agreed.

7.2. Term of Each Order

Unless it is terminated, each Order will remain in effect until the expiration of the subscription term provided in that Order.

7.3. Renewal Terms

At the conclusion of the term provided in an Order, the most recently executed Order will be renewed for successive renewal terms of one year unless either party provides the other with written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The term provided in the initial Order and any renewal terms are collectively referred to in this Agreement as the “Term”.

8. Termination

8.1. Termination for Breach

Either party may terminate this Agreement and any Orders if the other party materially breaches this Agreement and fails to cure such breach within 30 days following written notice of the breach from the non-breaching party. Additionally, PitchBook may immediately, upon sending written notice, suspend access or terminate this Agreement and any Orders if Subscriber breaches Sections 2 , 3 , 4 , 5 , or 9 .

8.2. Termination for Insolvency

Either party may terminate the Order if the other party is or reasonably appears to be insolvent.

8.3. Effect of Termination

Upon termination of this Agreement:

(A) Subscriber must promptly expunge any Content it has in its possession and immediately discontinue use of the Services, Site, Applications, and Content;

(B) Despite Section 8.3 (A) , Subscriber may retain, solely for records retention or regulatory purposes, any limited extracts of Content that had, prior to termination, been incorporated into Work Product created by Subscriber during the Term in accordance with this Agreement;

(C) Despite Section 8.3 (A) , Subscriber may retain electronic records related to the Content as needed for archival purposes so long as no continued use is made of the Content; and

(D) Sections 2 , 3 , 4 , 5 , 6 , 8 , 9 , 10 , 11 , 12 , 13 , 16 , 17 , 18 , 24 , and 25 will survive the termination of this Agreement.

9. Confidential Information

9.1. Confidential Information Defined

“Confidential Information” means commercially sensitive or valuable information that is disclosed by PitchBook to Subscriber or disclosed by Subscriber to PitchBook in the course of entering into or performing this Agreement.

9.2. 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 disclosed information.

9.3. Use of Confidential Information

PitchBook and Subscriber 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.

9.4. Care of Confidential Information

PitchBook and Subscriber 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.

10. 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.

11. Representations and Warranties

11.1. Subscriber’s Representations and Warranties

Subscriber represents and warrants to PitchBook that Subscriber 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 Subscriber.

11.2. General Disclaimer of Warranties

The Site, Services, and Content are provided to Subscriber 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 Site, Services, or Content. PitchBook has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts.

11.3. Subscriber’s Assumption of Risk

Any decisions Subscriber makes on the basis of the Site, Services, or any Content are made solely at its own risk. PitchBook has no responsibility or liability arising from such decisions.

11.4. Disclaimer of Specific Warranties

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 Site, Services, or Content, and PitchBook expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. PitchBook also disclaims any warranties arising through course of dealing or usage of trade. Subscriber represents that it has not relied upon any warranty or representation made by PitchBook except as specifically stated in this Agreement. No part of this Section 11.4 is intended to limit the general nature of Section 11.2 .

12. Indemnification

12.1. Subscriber’s Promise to Indemnify

Subscriber will defend and indemnify PitchBook from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of Subscriber’s unauthorized use or disclosure of the Site, Services, or Content. For the purposes of this Section 12.1 , “PitchBook” includes any directors, officers, employees, or agents of PitchBook.

12.2. Procedures

PitchBook will (A) promptly notify Subscriber of any claim that would trigger the indemnification obligation in Section 12.1 , (B) assist Subscriber, at Subscriber’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Subscriber’s prior written consent so long as Subscriber doesn’t unreasonably withhold or delay such consent. PitchBook can select its legal representation for defense of the claim.

13. Limitation of Liability

13.1. No Liability for Fault with Content

Except as expressly agreed otherwise in this Agreement, (A) the Content is provided “as-is” and “as available,” and (B) PitchBook will not be liable for any damages incurred by Subscriber that result from Subscriber’s use of the Content.

13.2. Categorical Limitation on Damages

Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 9 , and (D) Subscriber’s willful misconduct or gross negligence, 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.

13.3. Limitation on Liability

Except for (A) Subscriber’s indemnification obligations under this Agreement, (B) Subscriber’s obligations to pay Fees under this Agreement, (C) Subscriber’s liability if it breaches the promises contained in Section 9 , and (D) Subscriber’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Subscriber to PitchBook under this Agreement within the 12 months preceding the liability-causing events.

14. Securities Matters

14.1. No Offer of Securities

The Site, Services, and Content are for informational purposes only. Nothing in the Content constitutes, and nothing in the Content 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.

14.2. No Investment Advice

Nothing in the Site, Services, or Content will be deemed to constitute: (1) 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; (2) establishing an advisory relationship; or (3) a transaction in securities for the account of others.

14.3. 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.

15. Entire Agreement

This Agreement 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.

16. 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.

17. Choice of Law

This Agreement will be construed and enforced in accordance with the laws of the State of Washington, without reference to its choice of law principles.

18. Jurisdiction & Venue

The parties will resolve any disputes related to this Agreement in the state or federal courts located in King County, Washington. 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.

19. 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. Subscriber will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.

20. 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 unforeseen events beyond the party’s control.

21. Links to Third-Party Sites

The Site may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of PitchBook and PitchBook is not responsible for the contents or operation of any Linked Site. PitchBook provides these links only as a convenience, and the inclusion of any link does not imply endorsement by PitchBook of the Linked Sites or any association with its operators.

22. Notice

Notices required under this Agreement may be sent to the addresses included on the most recent Order. 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 notifications by sending a notice of the updated contact information to the other party in accordance with this Section 22 .

23. Relationship of the Parties

Nothing in this Agreement will be construed to create a partnership or joint venture between the parties.

24. Amendment

This Agreement may be amended only in a writing signed by an authorized representative of both parties.

25. Export Control Compliance

Subscriber will 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, Subscriber will comply with all relevant laws governing Subscriber’s purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to it under this Agreement.