SUDRANIA FUND SERVICES - USER AGREEMENT

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AGREEMENT JUNE 2019

IMPORTANT: UPON CREATING AN ACCOUNT AND SUBSCRIBING FOR SUDRANIA FUND SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS WILL APPLY TO YOUR USE OF THE SUDRANIA FUND SERVICES THAT SUDRANIA OFFERS FROM TIME TO TIME

Sudrania is a fund service Company serving investment managers globally with a full suite of services ranging from fund administration to tax returns and regulatory filings. Each of the core team members of our company has more than 15 years of experience and a strong background in fund services. We have built our own proprietary SAAS solution for post-investment accounting and reporting to revolutionize the back office and reporting operations for the investment management industry.

This Software as a Service Subscription Agreement (the "Agreement") governs your use of the Sudrania Fund Services, and any related services provided by Sudrania Fund Services an Illinois limited liability company located at 633 Rogers St, Suite 106, Downers Grove, IL 60515.

You or your company are defined in this Agreement as the "Customer."

If you use or subscribe to the Sudrania Fund Services, or if you click "I agree," or if you take any other affirmative action indicating acceptance of this Agreement, then you have agreed to these terms. If you are an agent or employee of the intended subscriber or user, then you represent and warrant that you are authorized to bind that party to this Agreement. If you do not agree to this Agreement, then you are not authorized to use the Sudrania Fund Services.

1. Definitions

(a) Components: the individual modules or products that comprise the Sudrania Fund Services. From time to time, Sudrania may, in its discretion, introduce or remove features, functions of the Components, or add Components.

(b) Customer Data: any of Customer’s information, documents, or electronic files that are provided or uploaded in order to use the Sudrania Fund Services

(c) Documentation: the online documentation concerning the features, functionality and use of the Sudrania Fund Services provided at Mintcpa.com.

(d) Error: any reproducible material failure of the Sudrania Fund Services to function substantially in accordance with Documentation.

(e) Maintenance Windows: for both for both standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on Sudrania’s website and Customer’s will also receive emails. Emergency maintenance will occur as needed, with reasonable efforts made to publish and notify you of emergency maintenance. It is possible that advance notification of an emergency window may not occur.

(f) Sudrania Fund Services: the software service that Customer subscribes to, including any Updates. Sudrania Fund Services is made up of individual Components.

(g) Administrator: those person(s) that Customer designate(s) to purchase on behalf of Customer use of Sudrania Fund Services, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of Sudrania Fund Services.

(h) Support: the ongoing support services that Sudrania provides to support your use of the Sudrania Fund Services, as described below in Section 3.

(i) Update: any patch, bug x, release, version, modification or successor to the Sudrania Fund Services.

(j) User: a named individual to whom Customer has granted access to use the Sudrania Fund Services on Customer’s behalf

(k) Edition: the named configuration of the Sudrania Fund Services for which the Customer subscribes. Edition defines the specific Components, features, limits, and/or use restrictions applicable to the Customer’s subscription level. From time to time, new Components or features will be introduced to the Sudrania Fund Services, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.

Any white labelled Edition will be identified with the name agreed upon with the customer for such white labelled solution. The Components and features of the white labelled Editions may be different than Sudrania Fund Services.

Sudrania may also develop and release Editions that are priced different (which may be higher or lower) than the edition the Customer has subscribed to. The Customer will not get automatic upgrade to such Editions unless a separate Subscription Agreement for the other Edition is executed. The Components and features of such Editions may be different than Sudrania Fund Services.

(l) Effective Date: the date on which the Customer’s subscription to Sudrania Fund Services begins.

2. Use Rights.

Sudrania owns all right, title and interest in and to the Sudrania Fund Services, and all intellectual property rights subsisting therein, including all patents, copyrights, source code, trademarks and trade secrets. Customer owns its Customer Data.

(a) Use Rights. Customer's Users are the only people with the right to access and use the subscribed for Edition of the Sudrania Fund Services. All use of the Sudrania Fund Services is for Customer's business purposes only. Use rights are non-transferable to another customer or entity unless Sudrania is notified in advance and agrees. As a condition of transfer, any transferee agrees to be bound by this Agreement.

(b) Use Restrictions. Customer shall not, directly or indirectly, alone or with another party, download Sudrania Fund Services, modify the Sudrania Fund Services, reverse engineer or decompile, or create derivative works based upon the Sudrania Fund Services. Customer shall not license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the Sudrania Fund Services.

(c) Administrator. Customer shall designate one or more Administrators responsible for managing User access to the Sudrania Fund Services, including adding and deleting Users. Users shall not share passwords/usernames.

(d) Customer Data. Sudrania acknowledges and agree that Customer owns, and shall remain the owner of, all right, title and interest in and to the Customer Data and Sudrania has no ownership rights with respect thereto; provided, however, that Customer grants Sudrania a nonexclusive, non-transferable (except as set forth in Section 9(d) below), non- sublicensable right and license to use, copy, transmit, modify and display Customer Data solely for purposes of enabling Customer’s use of the Sudrania Fund Services. Except as Customer may otherwise permit, Sudrania shall not use, copy or display Customer Data except in order to improve the Sudrania Fund Services or generate anonymous statistical analysis, trends or indexes, and/or as necessary to perform its obligations hereunder. Sudrania will employ industry standard or better protections to prevent unauthorized disclosure or exposure of Customer Data.

(e) Customer Responsibilities. Customer assumes all risk arising from use of the Sudrania Fund Services, including any private or confidential data, Customer Data, or other private information uploaded to the Sudrania Fund Services, including the risk of any inadvertent disclosure or unauthorized access thereto.

(f) Security. Sudrania shall undertake commercially reasonable efforts to make the Sudrania Fund Services secure from cyber-attacks. However, Customer is solely responsible for maintaining the security of all User names and passwords granted, for the security of its own information systems used to access the Sudrania Fund Services, and for its Users’ compliance with the terms and obligations of this Agreement. Customer will immediately notify Sudrania if it becomes aware of any loss or theft or unauthorized use of any of Customer or User passwords or usernames. Sudrania may, in its discretion, terminate or suspend access to any User or to Customer if Sudrania believes that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the Sudrania Fund Services.

3. Support

(a) Services Generally. Sudrania shall undertake commercially reasonable efforts to make the Sudrania Fund Services available to Customer on a 24/7 basis, subject to Maintenance Periods, but does not guarantee or warrant to Customer that access to the Sudrania Fund Services will always be available.

(b) Updates. Sudrania may, from time to time, make Updates to the Sudrania Fund Services that apply to the Customer’s Edition at no additional charge. From time to time, new Components or features may be released that are applied selectively to different Editions of the Sudrania Fund Services. Only those Updates that apply to the Customer’s Edition will be delivered automatically to the Customer at no additional charge.

(c) Support Options and Procedures. Sudrania shall provide general support to Customer and its Users as described in the Support Section of the Sudrania website, or within the Sudrania Fund Services. Sudrania may offer premium support options to Customer at an additional charge.

(d) Error Correction. Sudrania shall use commercially reasonable efforts to correct all Errors, to provide a reasonable workaround, and to maintain 24/7 Sudrania Fund Services availability. Customer shall provide such access, information, and support as Sudrania may reasonably require for Error support. Sudrania has no other liability to Customer for Errors, or unavailability of the Sudrania Fund Services. Without limiting the foregoing, Sudrania is not obligated to correct any Errors or provide any other support if such Errors or need for support was created in whole or in part by: (i) Customer’s acts, omissions, negligence or wilful misconduct, including any changes to Customer’s operating environment; (ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, applications, or internet connectivity; or (iii) a cause outside the control of Sudrania, such as an Act of God.

(e) Limitation of Remedies. This Section 3 sets forth Customer’s sole remedies for any Errors or for unavailability of the Sudrania Fund Services.

4. Subscription Fees.

In return for making the Sudrania Fund Services available to Customer hereunder, Customer shall pay to Sudrania the Subscription Fees set forth on the Sudrania website or as otherwise mutually agreed upon. All Subscription Fees are to be timely paid. In the event of payment failure, Sudrania may immediately and without notice to Customer discontinue and terminate Customer’s access to the Sudrania Fund Services. Customers will receive notice of changes in pricing at least 60 days before the change in pricing will take effect.

5. Term and Termination

(a) Term. The Term of this Agreement commences on the Effective Date hereof. If Customer has an annual Subscription Fee, then the Term will continue until the one-year anniversary of the Effective Date and will automatically renew for additional annual terms and the payment of subsequent annual Subscription Fees will be due on the date of the renewal. If Customer has elected a monthly recurring Subscription Fee, this Agreement will continue until a party notifies the other party at least 30 days in advance of its intention to terminate.

(b) Termination for Cause. Sudrania can terminate this Agreement for cause: (i) immediately upon any Customer payment failure; (ii) immediately upon any breach by Customer of Section 2(a) or (b); or (iii) within 10 days of written notice for any other breach, specifying the breach.

(c) Obligations Upon Termination. Upon any termination of this Agreement, Sudrania shall immediately terminate Customer’s use of and access to the Sudrania Fund Services.

CUSTOMER ACKNOWLEDGES THAT IF CUSTOMER IS USING AN EDITION OF THE SUDRANIA FUND SERVICES THAT IS PROVIDED FREE OF CHARGE, OR AN ALPHA OR BETA VERSION, THEN SUDRANIA IS UNDER NO OBLIGATION TO MAKE OR CONTINUE ACCESS TO THE SUDRANIA FUND SERVICES, AND ALL USE OF THE SUDRANIA FUND SERVICES IS AT CUSTOMER’S SOLE RISK.

6. Confidentiality

(a) Confidential Information. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of e orts that are reasonable under the circumstances to maintain its secrecy; or (ii) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) non-public information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business a airs; (ii) third party information that Customer or Sudrania is obligated to keep confidential; and (iii) Customer Data. Notwithstanding the above, the term "Confidential Information" does not include any information that is either: readily discernible from publicly available products or literature; is rightfully in a party’s possession; is approved for disclosure; is disclosed pursuant to valid court order.

(b) Use of Confidential Information . Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and, except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express written authorization.

7. IP Indemnification

FOR CUSTOMERS USING ONLY A FREE, ALPHA OR BETA EDITION OF THE SUDRANIA FUND SERVICES, THIS SECTION 7(A) DOES NOT APPLY AND YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO ANY INDEMNIFICATION. Sudrania shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third party claim, suit or proceeding that arises from Customer’s use of the Sudrania Fund Services in accordance with this Agreement that infringes or misappropriates any U.S. trade secret, trademark, or copyright. Sudrania will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the Sudrania Fund Services with products, services, information, materials, technologies, business methods or processes not furnished by Sudrania to the extent the infringement or misappropriation is based on such combination, operations or use; or (ii) any modification (other than by Sudrania) to the Sudrania Fund Services to the extent the infringement or misappropriation is based on such modification.

633 Rogers St, Suite 106, Downers Grove, IL 60515, info@sudrania.com | www.sudrania.com | P: 630-828-3520 | F: 888-519-5096


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