Master Services Agreement

Overview

This Master Services Agreement (“Master Terms”) govern the relationship between iConnections LLC, a Delaware limited liability company (“iConnections,” “we,” “us,” or “our”), and the customer identified in the applicable Order Form (“Customer,” “you,” or “your”). These Master Terms are incorporated by reference into each Order Form executed between the parties. Capitalized terms used but not defined herein shall have the meaning set forth in the iConnections Terms of Service (available at www.iconnections.io/legal). 

Section 1

Definitions

“Agreement” means these Master Terms together with all Order Forms, Addenda, and Exhibits executed by the parties. 

“Authorized Users” means Customer’s employees and contractors authorized by Customer to access the Platform under Customer’s account.  

“Confidential Information” means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. 

“Event” means any in-person, virtual, or hybrid conference, meeting, or other gathering hosted or facilitated by iConnections. 

“Fees” means all fees, charges, and other amounts payable by Customer to iConnections under the Agreement, as specified in the applicable Order Form. 

“Identifiers” means a party’s name, logos, trademarks, service marks, trade dress, and other branding elements. 

“Order Form” means an ordering document executed by the parties specifying the services, fees, and terms for Customer’s engagement with iConnections. 

“Platform” means iConnections’ proprietary technology platform that enables interactions between fund managers, advisors, allocators, and investors, including scheduling meetings, networking, and related functionality. 

“Term” means the period during which Customer is authorized to access and use the Platform, consisting of the initial term specified in the applicable Order Form and any renewal terms. 

Section 2

Platform Access and Services

2.1 Platform License. Subject to the terms of the Agreement and payment of applicable fees, iConnections grants Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the Term solely for Customer’s internal business purposes. 

2.2 Authorized Users. Customer may permit its Authorized Users to access the Platform. Customer is responsible for: (a) ensuring all Authorized Users comply with the Agreement; (b) all acts and omissions of its Authorized Users; and (c) maintaining the confidentiality of all login credentials. 

2.3 Platform Availability. iConnections will use commercially reasonable efforts to make the Platform available. iConnections reserves the right to modify, suspend, or discontinue any aspect of the Platform with reasonable notice. 

2.4 Acceptable Use. Customer shall, and shall cause its Authorized Users to, comply with the Acceptable Use provisions set forth in the iConnections Terms of Service (available at www.iconnections.io/legal), in addition to the following restrictions: Customer shall not, and shall not permit any Authorized User to: (a) reverse engineer, decompile, or disassemble the Platform; (b) use the Platform for any unlawful purpose; (c) interfere with or disrupt the Platform; (d) transmit any malicious code; (e) use the Platform to compete with iConnections; (f) scrape, crawl, harvest, or systematically collect any data, content, or member information from the Platform; (g) use bots, scripts, spiders, or other automated tools to access the Platform; (h) export, download, or compile member lists or contact information except as expressly permitted by Platform functionality; or (i) access, collect, or use data for purposes of building a competing product or service. 

2.5 Privacy. Customer’s use of the Platform is subject to the iConnections Privacy Policy (available at www.iconnections.io/legal) which describes how iConnections collects, uses, and protects personal information. Customer agrees to comply with all applicable data protection laws and to ensure that Authorized Users are informed of the Privacy Policy. 

2.6 Usage Data and Feedback. Customer acknowledges that iConnections may collect and use Usage Data (as defined in the iConnections Terms of Service) in accordance with the terms set forth therein. Customer further acknowledges that any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Authorized Users relating to the Platform may be used by iConnections in accordance with the feedback license set forth in the iConnections Terms of Service. 

Section 3

Events and Live Experiences

3.1 Event Participation. Participation in Events is subject to these Master Terms, the Live Experience Terms, and the Code of Conduct (available at www.iconnections.io/legal). 

3.2 Registration. Event registrations are non-transferable except as expressly permitted by iConnections. Substitutions may be permitted upon written request. 

3.3 Event Changes. iConnections reserves the right to modify Event dates, venues, formats, or content. 

Section 4

Fees and Payment

4.1 Fees. Customer shall pay all fees specified in the applicable Order Form. All fees are quoted in U.S. dollars unless otherwise specified. 

4.2 Payment Terms. Unless otherwise specified in the Order Form, all invoices are due net thirty (30) days from the invoice date. 

4.3 Taxes. Fees are exclusive of all taxes, levies, or duties. Customer is responsible for paying all applicable taxes, excluding taxes based on iConnections’ net income. 

4.4 Late Payment. If Customer fails to pay any amount when due: (a) overdue amounts shall accrue interest at the rate of five percent (5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full; (b) iConnections may, upon fifteen (15) days’ written notice, suspend Customer’s access to the Platform and Events until all overdue amounts are paid in full; (c) all outstanding amounts under the Agreement may, at iConnections’ election, become immediately due and payable; (d) Customer shall reimburse iConnections for all reasonable costs of collection, including attorneys’ fees, other than collection agency charges addressed in subsection (e) below; and (e) iConnections may, in its sole discretion, refer or assign any overdue amounts to a third-party collections agency. In the event of any such referral or assignment: (i) Customer shall remain obligated to pay all Fees and other amounts owed to iConnections in full; (ii) iConnections and its designated collections agency shall be entitled to continue collection of all such amounts notwithstanding any suspension or termination of Customer’s access to the Platform or Events; (iii) iConnections shall have no obligation to provide, restore, or continue any Platform access, Events, or other services during or after such referral or assignment, regardless of payment; and (iv) Customer agrees to pay, in addition to all amounts owed to iConnections, all fees, charges, commissions, costs, and expenses incurred by or payable to the collections agency in connection with the collection of such amounts. 

4.5 Non-Refundable. Except as expressly set forth herein, all fees paid are non-refundable and payment obligations are non-cancellable. 

Section 5

Confidentiality

5.1 Protection of Confidential Information. Each party agrees to: (a) maintain the other party’s Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose such Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use such Confidential Information only to perform its obligations or exercise its rights under the Agreement. 

5.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party’s possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information. 

5.3 Compelled Disclosure. If a party is compelled by law to disclose Confidential Information, it shall provide reasonable prior notice to the other party (to the extent legally permitted) and cooperate in seeking a protective order. 

5.4 Duration. The obligations of confidentiality shall continue for five (5) years after disclosure, or for so long as such Confidential Information remains a trade secret under applicable law, whichever is longer. 

5.5 Return or Destruction. Upon termination or expiration of the Agreement, or upon request, each party shall promptly return or destroy the other party’s Confidential Information, except for copies retained in backup systems or as required by law. 

Section 6

Intellectual Property

6.1 Ownership. Each party retains all right, title, and interest in its own intellectual property, including its Identifiers. Nothing in the Agreement transfers ownership of any intellectual property from one party to the other. 

6.2 Limited Trademark License. Each party grants the other a limited, non-exclusive, royalty-free license to use its Identifiers solely as necessary to perform the Agreement. All use of a party’s Identifiers shall: (a) comply with such party’s brand guidelines; (b) inure to the benefit of the trademark owner; and (c) cease immediately upon termination or upon request. 

6.3 Restrictions. Neither party shall: (a) use the other party’s Identifiers in a manner that disparages or tarnishes the other party; (b) register or attempt to register any Identifiers confusingly similar to the other party’s; or (c) challenge the other party’s ownership of its Identifiers. 

6.4 No Endorsement. Except as expressly agreed in writing, neither party shall state or imply that the other party endorses, approves, or is responsible for its products or services. 

Section 7

Representations and Warranties

7.1 Mutual Representations. Each party represents and warrants that: (a) it has full authority to enter into and perform the Agreement; (b) its entry into and performance of the Agreement does not conflict with any other agreement or obligation; and (c) it will comply with all applicable laws in its performance of the Agreement. 

7.2 Customer Representations. Customer represents and warrants that: (a) all information provided to iConnections is accurate and complete; (b) it has all necessary rights to provide any content or materials it submits; and (c) it will comply with all applicable laws, including without limitation CAN-SPAM, data protection laws, and securities regulations. 

7.3 Regulatory Compliance. Customer is solely responsible for determining whether its use of the Platform complies with applicable laws and regulations, including securities laws. iConnections does not provide legal, tax, or investment advice. cable laws and regulations, including securities laws. iConnections does not provide legal, tax, or investment advice.

Section 8

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ICONNECTIONS PROVIDES THE PLATFORM AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. ICONNECTIONS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 

ICONNECTIONS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ICONNECTIONS IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTIONS, NETWORK FAILURES, OR OTHER ISSUES BEYOND ITS REASONABLE CONTROL. 

ICONNECTIONS DOES NOT ENDORSE ANY USERS, INVESTORS, MANAGERS, OR OTHER THIRD PARTIES ON THE PLATFORM. ANY INVESTMENT OR BUSINESS RELATIONSHIP BETWEEN PLATFORM USERS IS SOLELY BETWEEN SUCH PARTIES, AND ICONNECTIONS IS NOT A PARTY TO SUCH RELATIONSHIPS. 

Section 9

Limitation of Liability

9.1 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

9.2 Cap on Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY’S TOTAL LIABILITY UNDER THE AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. 

9.3 Basis of the Bargain. THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. 

Section 10

Indemnification

10.1 Customer Indemnification. Customer shall indemnify, defend, and hold harmless iConnections and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s breach of the Agreement; (b) Customer’s violation of applicable law; (c) Customer’s content, data, or materials; (d) the acts or omissions of Customer’s Authorized Users; or (e) Customer’s gross negligence or willful misconduct 

10.2 iConnections Indemnification. iConnections shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the Platform, as provided by iConnections and used in accordance with the Agreement, infringes a valid United States patent or copyright. iConnections shall have no obligation under this Section for claims arising from: (a) modifications to the Platform not made by iConnections; (b) combination of the Platform with third-party products or services; (c) Customer’s use of the Platform in violation of the Agreement; or (d) any claim to the extent attributable to Customer’s content, data, or Authorized Users. 

10.3 Indemnification Procedure. The indemnified party shall: (a) provide prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced thereby); (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement shall admit liability or impose any obligation on the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense. 

10.4 Indemnification Cap. Except for (A) Customer’s indemnification obligations under this Section, (B) Customer’s obligations to pay Fees under the Agreement, (C) Customer’s liability for breach of Section 2.4 (Acceptable Use) or Section 5 (Confidentiality), and (D) either party’s willful misconduct or gross negligence, each party’s total liability for indemnification claims under this Section shall not exceed the total Fees paid or payable by Customer under the applicable Order Form during the twelve (12) months preceding the claim. 

10.5 Sole Remedy. This Section states the indemnifying party’s sole liability, and the indemnified party’s exclusive remedy, for any third-party claims described herein. 

Section 11

Term and Termination

11.1 Initial Term. The initial term of each Order Form shall be as specified therein. The Agreement shall continue until all Order Forms have expired or been terminated. 

11.2 Renewal. Each Order Form will automatically renew for successive one (1) year periods at the then-current rates unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. iConnections may increase fees upon renewal by up to five percent (5%) with at least ninety (90) days’ prior written notice. 

11.3 Termination by iConnections. iConnections may terminate the Agreement (or any Order Form), effective on written notice to Customer, if: (a) Customer fails to pay any amount when due hereunder; or (b) Customer breaches any other provision of the Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after iConnections provides Customer with written notice of such breach. 

11.4 Termination for Insolvency. iConnections may terminate the Agreement immediately upon written notice to Customer if Customer: (a) ceases to continue its business in the ordinary course; (b) makes an assignment for the benefit of creditors or similar disposition of its assets; or (c) becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. 

11.5 Effect of Termination. Upon termination or expiration: (a) all rights and licenses granted hereunder shall immediately terminate; (b) Customer shall cease all use of the Platform; (c) each party shall return or destroy the other’s Confidential Information; (d) Customer shall pay all amounts due through the termination date; and (e) Customer shall comply with the data deletion obligations set forth in the iConnections Terms of Service. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund. 

11.6 Survival. Any provision of the Agreement which by its nature should survive termination or expiration of the Agreement shall so survive. 

Section 12

Non-Disparagement

During the Term and thereafter, neither party shall, directly or indirectly, make any public statement that disparages, defames, or damages the reputation of the other party, its officers, directors, employees, products, or services. This provision does not restrict either party from making truthful statements required by law or in legal proceedings. 

Section 13

Recognition

Nothing in the Agreement is intended to constitute or facilitate any brokerage, finder’s fee, investment advisory, or related activities. iConnections operates a technology platform to facilitate introductions and meetings between parties. iConnections does not: (a) recommend any particular investment; (b) provide investment, legal, or tax advice; (c) act as a broker-dealer; or (d) receive or pay fees for the introduction or referral of investors. Any investment decisions are made solely by the parties involved. 

Section 14

Dispute Resolution

14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. 

14.2 Arbitration. ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator. The arbitrator’s award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. 

14.3 Jury Waiver. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. 

14.4 Class Action Waiver. THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. 

14.5 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or Confidential Information. 

14.6 Attorneys’ Fees. In any dispute arising under the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. 

Section 15

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) to the extent such failure or delay results from circumstances beyond its reasonable control, including without limitation: acts of God; natural disasters; war, terrorism, or civil unrest; government actions or orders; strikes or labor disputes; epidemics, pandemics, or other public health emergencies; power or telecommunications failures; or other events beyond the reasonable control of the affected party. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact of such event. 

Section 16

General Provisions

16.1 Entire Agreement. The Agreement (including all Order Forms, Addenda, and Exhibits) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral. Customer and Customer’s Authorized Users will also be subject to the iConnections Terms of Service (available at www.iconnections.io/legal) upon accessing the Platform. In the event of any conflict between these Master Terms and the iConnections Terms of Service, these Master Terms shall control. In the event of any conflict between these Master Terms and an Order Form, the Order Form shall control solely with respect to the subject matter of such Order Form. 

16.2 Amendments. No amendment to the Agreement shall be effective unless in writing and signed by both parties. 

16.3 Assignment. Neither party may assign the Agreement without the written authorization of the other party, provided that either party may transfer or assign its rights and obligations hereunder in whole or in part pursuant to any merger, consolidation, or otherwise by operation of law, provided such successor entity shall be bound by the terms hereof. iConnections may additionally assign or otherwise transfer the Agreement: (i) to a successor in the event of a change in control of iConnections; (ii) to an affiliate; or (iii) in connection with an assignment or other transfer of a material part of iConnections’ business. Any attempted assignment in violation of this section shall be void. The Agreement and all of its provisions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

16.4 Notices. All notices shall be in writing and shall be deemed delivered: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) three (3) business days after deposit in U.S. mail, certified or registered, return receipt requested; or (d) upon confirmed transmission by email. Notices to iConnections shall be sent to: info@iconnections.io. Notices to Customer shall be sent to the address specified in the Order Form. 

16.5 Severability. If any provision of the Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. 

16.6 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall constitute a waiver of such right. 

16.7 Independent Contractors. The parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, agency, franchise, or employment relationship. 

16.8 Third-Party Beneficiaries. The Agreement does not create any third-party beneficiary rights except as expressly provided herein. 

16.9 Counterparts. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures. 

16.10 Headings. Section headings are for convenience only and shall not affect the interpretation of the Agreement. 

By executing an Order Form that incorporates these Master Terms, Customer acknowledges that it has read, understands, and agrees to be bound by these Master Terms.