By accepting to use additiv's Hybrid Wealth Management offering, the user accepts additiv's terms and conditions for SaaS offering. A summary is given below, and the whole contract will be provided by additiv.

1.	DEFINITIONS
Capitalized terms used, but not defined elsewhere in this Agreement shall have the meanings given to them in Annex 1. The meanings given to terms defined in this Agreement shall be equally applicable to both the singular and plural forms of such terms.
2.	SCOPE AND ELEMENTS OF THE AGREEMENT
2.1	Scope and Excluded Services
(a)	This Agreement sets out the terms and conditions on which Additiv makes available the Platform, grants to Client a license to use the Products included in Client's subscription specified in Annex 2 ("Licensed Products"; the list of Licensed Products and terms and conditions specified in Annex 2 the "Sub-scription") and provides certain services in relation to the Licensed Products.
(b)	Additiv may agree to provide limited basic parametrization and configuration services ("Basic Implementation Services"). If any, Annex 2 specifies the scope of such Basic Implementation Services to be provided by Additiv.
(c)	Client may require additional work and services in order to use the Licensed Products in its business (e.g. additional parametrization and configuration, or customization and integration of Licensed Products with Client systems; col-lectively "Advanced Implementation Services"). Except if Additiv ex-pressly agrees, in Annex 2, to provide Advanced Implementation Services un-der this Agreement, Advanced Implementation Services are excluded ser-vices. Client may procure Advanced Implementation Services from a third-party implementation partner that is authorized by Additiv to provide Imple-mentation Services to Additiv's clients (each an "Authorized Implementa-tion Partner"). A separate agreement between Authorized Implementation Partner and Client shall govern the provision of Implementation Services by Authorized Implementation Partner (if any) for Client.
2.2	Elements of the Agreement
(a)	The Agreement consists of the following parts, which shall be deemed to con-stitute an integral part of this Agreement:
(i)	the main body of this Agreement (including the cover page, the Where-as-clauses and Sections 1 through 16);
(ii)	the definitions set forth in Annex 1;
(iii)	the agreement attached thereto as Annex 2 (as amended from time to time during the Term of the Agreement) that defines the Licensed Prod-ucts included in the Subscription and specifies related services to be provided by Additiv or Additiv's subcontractors (or to be procured by Client directly from a third-party provider);
(iv)	the Service Level Agreement attached hereto as Annex 3 that sets out Additiv's availability commitments in relation to the Licensed Products; and
(v)	the Data Processing Agreement attached hereto as Annex 4.
(b)	In case of conflict between any provision of the main body of the Agreement and the provisions included in Annex 1, Annex 2, Annex 3, or Annex 4 the provision of the main body of the Agreement shall prevail unless the relevant Annex expressly deviates from a specific provision of the main body of the Agreement.
3.	LICENSE TERMS
3.1	License Grant
(a)	Subject to the restrictions and limitations set forth in Section 3.3 and all oth-er terms and conditions of this Agreement, Additiv hereby grants to Client and Client accepts a non-exclusive, non-transferable and non-sublicensable li-cense, to make Permitted Use of the Licensed Products ("License") during the term of the most recent Subscription ("Subscription Term").
(b)	"Permitted Use" shall mean the right,
(i)	to make the intended use of the functionality of the Licensed Products by accessing the Licensed Products on the Cloud Infrastructure for the purpose of Client's own business-to-business and business-to-customer activities;
(ii)	have an Authorized Implementation Partner perform Implementation Services on the Licensed Products; and
(iii)	to grant Client's End Customers access to the front-end of end user-facing parts of the Licensed Products.
(c)	Annex 2 sets out the Products which are initially part of Customer's Subscrip-tion. During the Term of the Agreement, the Parties may agree to include additional Products in the Subscription or to remove Licensed Products from the Subscription. As of the Effective Date (specified in Annex 2) of such addi-tion or removal, the license grant under Section 3.1(a) or (where applicable) Section 3.2 shall, as the case may be, (i) extent to the additional Licensed Products included in Annex 2 or (ii) terminate with respect to the Products removed from Annex 2.
3.2	Aggregator License
If it is agreed (and in Annex 2 specified in relation to one or more specific Licensed Products) that Client shall be allowed to integrate one or more Licensed Products into its digital services offered by Client to Client's Asset Manager customers, sub-ject to the restrictions and limitations set forth in Sections 3.3 and 3.4 and all oth-er terms and conditions of this Agreement, Additiv grants Client (for the benefit of Client and, as applicable, Asset Managers) and Client accepts, a non-exclusive, non-transferable and, non-sublicensable license ("Aggregator License"), during the term specified in Annex 2,
(i)	to market the Licensed Product to Asset Managers in the territory defined in Annex 2 by integrating the Licensed Product into the Client's digital services;
(ii)	to grant Asset Managers a right to access individual tenants of the Licensed Product on the Cloud Infrastructure; and
(iii)	to grant Asset Managers a right to grant their End Customers access to the front-end of end user-facing parts of the Licensed Products in connection with their use of the digital services provided by the Asset Manager.
3.3	License Limitations
(a)	The License granted under Section 3.1(a) and, if any, the Aggregator License granted under Section 3.2 shall not include any rights other than those ex-pressly granted in Section 3.1(a) and, respectively, Section 3.2.
(b)	In particular and without limitation to the generality of the foregoing and ex-cept this Agreement or applicable laws permit such use, the License and the Aggregator License shall exclude the right (i) to make any copy of the Li-cense Modules or any part thereof; (ii) to make any use of the Licensed Products or any part thereof that is not a Permitted Use; (iii) to modify the code, create a derivative work of or to reverse engineer or decrypt the Li-censed Products or any part thereof, or to attempt to do any of the forego-ing; (iv) to work around security measures incorporated in the Licensed Prod-ucts; or (v) to undertake any action, including without limitation, prosecution, registration or enforcement of any intellectual property right that could in any way preclude Additiv from continuing to market the Licensed Products. Fur-ther, Client shall not (and, where applicable, shall ensure that asset Managers will not) make any unlawful use of the Licensed Products.
(c)	Upon the expiry of the Term of the Agreement, Client shall immediately cease using the Licensed Products. Further, upon termination of the Subscrip-tion in relation to individual Licensed Products, Client shall immediately cease using such Licensed Products, which are no longer part of Client's Subscrip-tion. This Section 3.3(c) shall be without prejudice to the provisions of Sec-tion 14.4(c).
3.4	Aggregator License Conditions
(a)	If Additiv (in Annex 2) grants Client and Client accepts an Aggregator Li-cense, Client accepts that the rights included in the Aggregator License are, in addition to the license limitations set forth in Section 3.3, subject to the con-ditions set forth in this Section 3.4.
(b)	Client shall be responsible to ensure that Asset Managers to whom Client grants access to individual tenants of the License Module included in the Ag-gregator License use the Licensed Product solely for the Permitted Uses set forth in Section 3.1(b) in connection with their use of the digital services pro-vided by Client. Client shall include, in its service agreements with Asset Managers, terms of use that will impose upon Asset Managers terms and con-ditions of use consistent with the Permitted Uses set forth in Section 3.1(b), the license limitations set forth in Section 3.3, and the obligations in relation to access rights set forth in Section 3.5 of this Agreement, as well as obliga-tions to comply with the laws and regulations to which Asset Manager is sub-ject, in particular, laws applying to Asset Managers as regulated financial in-stitutions and as controllers in relation to the processing of personal data ("Terms of Use"). Client understands that Client shall be liable to Additiv for actions and omissions of Asset Managers as if it were Customer's actions or omissions, and shall provide to Additiv, upon Additiv's request, a copy of the Terms of Use for review by Additiv.
(c)	Customer acknowledges and accepts that Client must not start the on-boarding of a new Asset Manager on the Licensed Product until such Asset Manager has clicked-to-accept or signed a service agreement with Asset Man-ager that includes Terms of Use. Client is and remains free in its price policy towards Asset Managers.
3.5	Access to Licensed Products
(a)	For each Licensed Product, Additiv shall provide to Client the necessary admin access codes to access the Licensed Products on the Cloud Infrastructure with effect as from the respective Effective Date specified in Annex 2. Client is re-sponsible for keeping such admin access codes secure and to immediately no-tify Additiv of any unauthorized use or loss of such access codes.
(b)	Client may assign individual access rights for Permitted Uses by persons with-in Customer's organization, if applicable, by persons within Asset Manager's organization), and by Client's and Asset Manager's End Users; and may assign access rights to the Authorized Implementation Partner for the purpose of performing Implementation Services (collectively, the "Authorized Users"). Client must (and, where applicable, shall ensure that Asset Managers will not) not grant access to the Licensed Products or any part thereof to any third par-ty except to Authorized Users.
(c)	The management of access rights and codes for Authorized Users shall be the responsibility of Client and Client is responsible for access and use by Author-ized Users. Client shall ensure that each Authorized User accesses the Li-censed Products only through a personalized and dedicated user account and that Authorized Users do not share individual access codes with other Author-ized Users or with other third parties. It is Client's responsibility to ensure that Authorized Users who are not or no longer authorized to access the Li-censed Products may no longer do so and to timely deactivate the relevant access codes and user accounts. Additiv remains entitled (but is not obligat-ed) to block or suspend access to the Licensed Products in case of any sus-pected unauthorized use of or access to the Licensed Products; it shall inform Client without undue delay of any blocking or suspension of access rights.
(d)	Client agrees to notify Additiv promptly if it detects any unauthorized use of or access to the Licensed Products, and it shall within its sphere of responsi-bility take, and further provide reasonable support and assistance to Additiv to take, adequate measures to prevent such unauthorized use of or access to the Licensed Products.
3.6	New Releases and Changes
(a)	During the Term, Additiv may, from time to time and in its own discretion, make available patches, updates and new releases of the Licensed Products (each a New Release) by deploying such New Releases on the Cloud Infra-structure. Additiv shall use its best efforts to deploy such New Releases only during Maintenance Windows; emergency patches and hotfixes may be de-ployed at any time, even without prior notice. Maintenance Windows are normally scheduled on a business day in Zurich, Switzerland, between 21:00 and 23:00 hours CET.
(b)	New Releases may in Additiv's reasonable discretion introduce changes, new or additional functionality in the Licensed Products. In order to use such func-tionality, Client may have to procure Implementation Services from Additiv or an Authorized Implementation Partner pursuant to a separate agreement; in this respect, Section 2.1(c) shall apply mutatis mutandis.
(c)	While Additiv will not usually discontinue previously existing functionality or compatibility with interfaces, it may do so in exceptional circumstances, such as (i) if the affected functionality or interface is not or no longer used (or re-quired) by any of Additiv's clients; or (ii) if required for reasons or circum-stances beyond Additiv's reasonable control (e.g., due to changes in applica-ble law or regulation that prohibit further offering of the relevant functionality or interface compatibility or if their continued offering would become unrea-sonably costly so that Additiv could not any longer reasonably afford to offer the relevant functionality or interface compatibility). In addition, Additiv may discontinue previously existing functionality if such functionality is replaced by new or changed functionality covering essentially the same or similar use cases. Additiv shall inform Client in writing of any such planned discontinua-tion of previously existing functionality or interface compatibility in writing at least thirty (30) days in advance (unless a shorter notice period is required due to reasons or circumstances beyond Additiv's reasonable control). Effec-tive as of the deployment of the relevant New Release, Annex 2 shall be deemed amended accordingly, if and as needed to reflect the change.
(d)	Client may at any time suggest improvements or amendments to be made to Licensed Products. Additiv will in good faith consider such suggestions; how-ever, taking into account that Additiv makes available the Licensed Products as a software-as-a-service offering for all of Additiv's clients, Additiv is not obligated to implement any such suggested changes.
3.7	License Fee
(a)	In consideration for the grant of License or (where applicable) the Aggregator License, Client shall pay to Additiv the recurring license fee set forth in An-nex 2 ("License Fee"). Unless expressly specified otherwise in Annex 2, the License Fee specified in Annex 2 is a monthly fee to be paid in advance. The License Fee shall be payable during the Term.
(b)	In case additional Licensed Products are added to Annex 2 during the Term, or if certain Licensed Products are terminated in accordance with the provi-sions of this Agreement and therefore removed from Annex 2, the License Fee shall be adjusted accordingly as agreed between the Parties, and Annex 2 shall be deemed amended accordingly.
4.	HOSTING OF LICENSED PRODUCTS
(a)	Client acknowledges and agrees that to make the Permitted Use of the Li-censed Products it will require Hosting Services for the Cloud Infrastructure. Client is required to procure Hosting Services either through Additiv or from the Hosting Provider directly.
(b)	If the Parties agree (in Annex 2) that Additiv shall procure the Hosting Ser-vices from Hosting Provider (under a separate agreement between Additiv and Hosting Provider) for the benefit of the Client, Additiv will do so pursuant to a separate agreement between the Hosting Provider and Additiv. If Client has already agreed on a separate agreement between Client and the Hosting Provider and Additiv agrees (in Annex 2) that Client may procure Hosting Services directly from the Hosting Provider, Client may do so. The Hosting Services agreed with the Hosting Provider have to comply with the specifica-tions and provide the service levels and resources which Additiv requires in order to deploy the Licensed Products on the Cloud Infrastructure and to make the Licensed Products available to Client. Client acknowledges that late or insufficient payment of the Hosting Fee to Hosting Provider pursuant to the subscription agreement between Client and Hosting Provider may lead to im-mediate suspension of Hosting Services by Hosting Provider. This may lead to loss of Client Data, which Additiv cannot prevent and for which Client shall not hold Additiv liable.
(c)	Client acknowledges and agrees that, in either cases set forth in Section 4(b) above,
(i)	Additiv will require and shall retain the right and authority to deploy the Licensed Products and, as the case may be, New Releases on the Cloud Infrastructure; to procure or (as applicable) require Client to procure additional Hosting Services or software or to discontinue the use of pre-viously used Hosting Services or software; to change the ways Hosting Services are used; and to terminate or suspend access rights to the Li-censed Product(s) in accordance with the terms and conditions of this Agreement;
(ii)	Client acknowledges and agrees that the scope, service levels, pricing and other conditions of the Hosting Services depend upon the terms and conditions offered by the Hosting Provider to Additiv or, respectively, by the Hosting Provider to Client, and that such terms and conditions may change over time in accordance with the metrics and scope of Hosting Services that Additiv deems necessary for Client to make the Permitted Uses of the Licensed Products and which are set out in Additiv's agree-ment with Hosting Provider or, as the case may be, Client's agreement with the Hosting Provider; and
(iii)	In exchange for the Hosting Provider's performance of Hosting Services to Additiv for the benefit of Client or, as applicable, under a separate agreement between Hosting Provider and Client, Client shall pay the re-curring fees determined (and amended from time to time) by the Host-ing Provider("Hosting Fee"). Client shall pay the Hosting Fee (as agreed in Annex 2) either to Additiv or directly to Hosting Provider.
5.	SUPPORT SERVICES
In exchange for Client's payment of the License Fee, Additiv agrees to provide to Client the Support Services specified in Annex 2 and commits to the availability levels specified in Annex 3. The following terms and conditions shall apply to the provision of Support Services (which shall be in addition to the other provisions of this Agreement):
(a)	Client is obligated to provide First Level Support to its users and it shall rely on adequately trained and skilled staff for providing such First Level Support. Support Services by Additiv (or the Support Partner specified in Annex 2) shall only include Second Level and Third Level Support, as set forth in An-nex 2. If Client requests and Additiv agrees to provide additional support ser-vices, Additiv will provide the services on a time and materials basis in ac-cordance with its current standard rates.
(b)	Client shall identify up to three (3) skilled and qualified Client employees ("Client Key Contacts") who shall serve as main contact persons and who shall be authorized to contact Additiv's support desk and to report incidents or request the provision of specific Support Services under Annex 2; or to sub-mit Claims for Service Credit under Annex 3. The name of the Client Key Contacts, and any change in relation thereto, shall be communicated by Cli-ent to Additiv in writing or by e-mail.
6.	GENERAL PROVISIONS
6.1	Performance of Work and Services
(a)	Additiv shall perform any work and services under this Agreement in a dili-gent, professional and timely manner.
(b)	It shall thoroughly test the Licensed Products and any New Release before deploying them on the Cloud Infrastructure for productive use by Client.
(c)	In relation to the Licensed Products and within its sphere of responsibility and influence only, Additiv shall implement and maintain adequate and state-of-the-art security measures aimed at protecting the confidentiality, integrity and contractual availability of any data of Client that is processed on the Cloud Infrastructure when making Permitted Use of the Licensed Products ("Client Data"). If Client procures Hosting Services through Additiv,  Additiv shall untertake that, pursuant to the agreement between Hosting Provider and Additiv (for the benefit of Client), Hosting Provider (i) commits to imple-menting and maintaining security measures in the interest of the confidential-ity, integrity and contractual availability of Client Data and (ii) ensures that Client Data on the Cloud Infrastructure is segregated from data of other cli-ents of Additiv (or Hosting Provider) and that such other clients may not ac-cess Client Data on the Cloud Infrastructure. Client however acknowledges and agrees that Additiv cannot guarantee that the Platform and the Licensed Products are never affected by a security breach during the Term. Further, Client acknowledges and accepts that it is Client's responsibility to take ade-quate security measures in its sphere of responsibility and influence as well as (if Client procures Hosting Services directly from Hosting Provider pursuant to an agreement between Hosting Provider and Client) to require Hosting Provider to commit to implementing and maintaining adequate and state-of-the-art security measures aimed at protecting the confidentiality, integrity and contractual availability of Client Data.
6.2	Additiv Staff and Subcontracting
(a)	Additiv may use staff, helpers and subcontractors (collectively, including any staff and helpers of subcontractors, the "Additiv Staff") chosen, instructed, controlled and supervised by Additiv to perform its obligations under this Agreement. Additiv shall be and remain responsible for the conduct of Additiv Staff as for its own conduct.
(b)	The retention of subcontractors which assume major tasks under this Agree-ment or are having direct interaction or contact with Client or its staff is only permitted with the prior written approval of Client, which shall not be unrea-sonably withheld. Consent shall be deemed given if Client does not object in writing to the use of a subcontractor within thirty (30) days from a written notification of Additiv informing Client of the use of such subcontractor; where required as a matter of urgency in order to enable the continued per-formance of Additiv's obligations under this Agreement, Additiv may set a reasonably shorter deadline for Client to object to the appointment of a sub-contractor. Client approval shall herewith be deemed given in respect of sub-contractors listed in any of the Annexes to this Agreement.
(c)	Nothing in the Agreement shall be construed as giving Client the power to di-rect and control the day-to-day activities of any Additiv Staff, provided that Client shall be entitled to give Additiv reasonable written instructions comply-ing with this Agreement regarding security requirements to be adhered to by Additiv Staff when working in, or having access to, Client's own premises or IT systems. Additiv shall cause Additiv Staff to comply with such instructions.
6.3	Client's Cooperation Duties
(a)	Client acknowledges that Additiv (or Service Partners) may depend on Cli-ent's cooperation to duly and timely perform its obligations under this Agreement. Therefore, Client agrees to cooperate duly with Additiv if and in-sofar as this is reasonably required to enable Additiv to perform its obliga-tions under this Agreement.
(b)	In particular, and without limitation to the foregoing in this Section 6.3, Cli-ent shall:
(i)	upon reasonable request and instructions of Additiv or where evident from the circumstances timely execute preparatory tasks, produce and deliver to Additiv documents and information, grant Additiv (or Service Partner) Staff access to the requisite facilities, systems and databases (including the DFS databases) used by Client and take any other actions and decisions reasonably necessary for Additiv (or Service Partners) to perform its obligations under this Agreement;
(ii)	inform Additiv without undue delay of any circumstances (including without limitation changes to Client interfaces or data delivery processes and formats) arising within Client's sphere of responsibility that may, in Client's reasonable assessment, impact Additiv's performance of its ob-ligations under this Agreement. If such circumstances or changes require Additiv to perform work and services (in addition to Basic Implementa-tion services or Advanced Implementation Services) in order to restore Additiv's ability to provide the Licensed Products as agreed, Client shall compensate such work and services on a time and materials basis at Additiv's current standard rates.
(iii)	ensure connectivity with sufficient bandwidth to connect to the Cloud In-frastructure of the Hosting Provider and that the hardware, software and other infrastructure used by Client in connection with its use of the Li-censed Products complies with compatibility requirements reasonably communicated by Additiv; Additiv may change such requirements from time to time by communicating such changes to Client;
(iv)	ensure that Client has all necessary rights, title and, where needed, consent and authorizations to process Client Data on the Cloud Infra-structure and as processed by the Licensed Products, and ensure that all such Client Data is correct and up-to-date at any time;
(v)	implement adequate technical and organizational security measures to ensure, within its own sphere of responsibility (including in relation to connectivity to the Cloud Infrastructure of the Hosting Provider and in relation to the management of access rights of users) unauthorized use of or access to the Licensed Products;
(vi)	grant Additiv and (if any) Authorized Implementation Partner or Service Partner the necessary remote access rights, services, connectivity to de-ploy the Licensed Products and New Releases on the Cloud Infrastruc-ture manually and/or using automated tools and, if Support Services are to be provided by Additiv (or Support Partner), to provide Support Ser-vices in accordance with this Agreement; and
(vii)	apply appropriate staffing and allocate sufficient internal resources as needed for Client to comply with this Section 6.3 and its other obliga-tions under this Agreement.
(c)	Additiv shall not be liable for any failure to perform or to timely perform its obligations under this Agreement if and insofar as this is caused by any fail-ure of Client to comply with this Section 6.3 or any of its other obligations under this Agreement; during the time of Client's failure and until Additiv is reasonably able to perform following Client's performance of its duty, Additiv may suspend performance under this Agreement and applicable deadlines shall be extended accordingly, but Client will remain liable to pay applicable Fees during the term of such suspension. Additiv shall without undue delay inform Client in writing or by e-mail of any suspension of its performance due to Client's failure to comply with Section 6.3 or any of its other obligations under this Agreement. If Client fails to comply with any such obligation de-spite being requested by Additiv in writing or by e-mail to do so within a rea-sonable grace period, Client shall reimburse any costs and expenses reasona-bly incurred by Additiv as a result of Client's failure to comply with such obli-gation.
7.	GENERAL PROVISIONS ON FEES AND PAYMENT TERMS
(a)	Additiv shall invoice the License Fees and, as the case may be, the Hosting Fee and/or the Support Fee (collectively the "Fees") as well as any other fees and amounts payable under this Agreement on a monthly basis in ad-vance (unless the applicable Annex sets forth a different invoicing period). 
(b)	Additiv may from time to time, but not more than once per calendar year and for the first time effective as of the first anniversary of this Agreement change the License Fee and/or, if Support Services are provided by Additiv, the Support Fee. Additiv shall inform Client of any such change at least three (3) months prior to such change becoming effective by giving written notice to Client. If the License Fee and/or, as applicable, the Support Fee are in-creased by more than eight (8%) per cent in the aggregate, Client shall be entitled to terminate this Agreement effective as of the effective date of the change by giving written notice to Additiv within thirty (30) days following the receipt of Additiv's written notice; otherwise, if Client does not terminate the Agreement within said deadline, the change shall be deemed accepted and Annex 2 and/or Annex 3 shall be deemed amended accordingly.
(c)	Client shall reimburse Additiv's actual out-of-pocket or other expenses in-curred by Additiv with Client's prior approval.
(d)	Invoices are payable within thirty (30) days from the date of the invoice. Late payments shall carry interest of five (5%) per cent p.a. as from the due date of the invoice. Further, Additiv retains the right to suspend access to the Licensed Products if due payments are outstanding for more than thirty (30) days.
(e)	All Fees and amounts due by Client under this Agreement are payable in Swiss Francs by wire transfer to the bank account specified by Additiv in its invoice. All Fees and amounts due under this Agreement are exclusive of statutory VAT and any other taxes or charges that may apply. Client may on-ly offset amounts payable to Additiv with claims of Client against Additiv if Additiv has expressly accepted such claims in writing or if such claims have been awarded by an enforceable award of a competent court.
8.	REGULATORY COMPLIANCE CHANGE PROPOSALS
(a)	Client shall remain responsible for compliance with applicable contractual, le-gal and regulatory requirements regarding its business and the use of the Li-censed Products or any services provided hereunder in the conduct of its busi-ness, in particular, the applicable financial market regulation, (collectively the "Applicable Regulation"), for any interactions with any regulators and other public authorities to which it is subject, and to obtain the permissions from, and undertake notifications and registrations with, competent regulators and other public authorities as necessary for engaging Additiv to perform its obli-gations under this Agreement. Further, Client shall remain solely responsible for complying with Applicable Regulation in respect of its business and the use of the Licensed Products or any services provided hereunder in the con-duct of its business vis-à-vis its clients, employees and other business part-ners.
(b)	If Client, under an Aggregator License granted by Additiv under this Agree-ment, makes available the Licensed Products to Asset Managers as part of its digital services, Client remains responsible for compliance by Asset Managers and shall ensure – by including such obligations in the Terms of Use – that Asset Managers comply with Applicable Regulation to which Asset Managers are subject. In this respect, Section 8(a) shall apply mutatis mutandis.
(c)	Client shall indemnify and hold Additiv harmless against any liability arising from or in connection with violations of Section 8(a) or Section 8(b), in par-ticular, such indemnification shall include any damages, costs, claims or ex-penses incurred by Additiv as a consequence of such violations.
(d)	If Client is of the reasonable opinion that the Licensed Products do not ade-quately enable Client (or, where applicable, Asset Managers) to comply with Applicable Regulation currently in force or planned to be enacted, it may noti-fy Additiv thereof in writing, giving reasonable details on how to improve or amend the Licensed Products to better enable Client (or, where applicable, Asset Managers) to comply with such Applicable Regulation (a "Regulatory Change Proposal"). Additiv will reasonably consider such Regulatory Change Proposal and it may, in its own reasonable discretion, decide whether or not, and if so, when, to amend the Licensed Products and to deploy such amend-ments with a New Release to address Client's concern. For the avoidance of doubt, Additiv shall not be under an obligation to amend any of the Licensed Products because of a Regulatory Change Proposal.
9.	REPRESENTATIONS AND WARRANTIES; REMEDY
(a)	Additiv represents and warrants that,
(i)	when deployed to the Cloud Infrastructure for productive use by Client, the Licensed Products have been thoroughly tested, that they substan-tially comply with the specifications set forth in Annex 2 and that they are free of any Material Defect; and
(ii)	that the Permitted Use of the Licensed Products does, to the best of Ad-ditiv's knowledge, not infringe upon any third-party intellectual property rights.
(b)	Any other express or implied representations, warranties and remedies other than those expressly set forth in this Section 9 are excluded. In particular, Additiv gives no representation or warranty that the Licensed Products are free of any defect (other than Material Defects) and that they are available without incidents and/or interruption.
(c)	In case of any breach of any of the representations and warranties given by Additiv, Client shall be entitled to request in writing that Additiv remedies the breach (including by providing a reasonable workaround) within a reasonable grace period of at least thirty (30) days. If Additiv fails to remedy the breach within said grace period, and if it fails to do so during a second reasonable grace period set in writing by Client, Client may either (i) request a propor-tionate and adequate reduction of the Fees payable by Client in consideration for the work or service of Additiv that is affected by the breach of the repre-sentation or warranty; or (ii) terminate the affected Licensed Product(s) or, if all Licensed Products are affected or if the use of all or most other Licensed Products without the affected Licensed Product(s) would no longer serve any valid purpose, the entire Agreement with immediate effect by giving written notice to Additiv.
(d)	Any failure of Additiv to provide Support Services (if agreed to be provided by Additiv) in accordance with the Service Levels set forth in Annex 3 shall only trigger the remedies set forth in the relevant Annex.
(e)	The above shall be the sole remedies of Client in case of any breach by Addi-tiv of the representations and warranties given by Additiv in this Agreement and in case of any failure of Additiv to comply with applicable Service Levels. 
10.	LIMITATION OF LIABILITY
Except for damage or losses caused by gross negligence or willful misconduct, Ad-ditiv's liability, whether arising out of breach of contract or tortious acts, under this Agreement shall (i) be limited to a maximum of 50% of the total Fees paid by Client during the calendar year in which the claim arises; and, in addition (ii) be excluded for slight negligence and for indirect and consequential damages, includ-ing the liability for loss of profit, loss of data and third party claims.
11.	CONFIDENTIALITY AND DATA PROTECTION
(a)	The Parties undertake for themselves, for their Affiliates as well as for their and their Affiliates' employees, contractors, other helpers and consultants to (i) maintain strict confidence with respect to all Confidential Information of the other Party, (ii) not make Confidential Information available to third par-ties in whole or in parts or permit third parties to access Confidential Infor-mation, unless and to the extent that this Agreement expressly permits so or this is required by a legal obligation or requested by a competent court, tri-bunal or authority, and (iii) not use Confidential Information for any other purpose than the fulfilment of this Agreement. Client Data and any infor-mation related to identified or identifiable End Customers of Client ("End-Customer Data") shall in any case be considered Confidential Information of Client. Notwithstanding the foregoing Section 11(a), Client may share Confi-dential Information with its regulators, auditors and competent public authori-ties that lawfully request such Confidential Information, provided that it re-quests confidential treatment.
(b)	Additiv acknowledges and accepts that with regard to End-Customer Data it may be subject to the same professional secrecy obligations as is Client, such as the banking and securities dealer secrecy provided for by Swiss law or, as the case may be, other applicable law. Additiv agrees to comply with such obligations of which it is informed by Client in writing and undertakes and warrants that its employees, contractors, other helpers and consultant third parties, who may have access to End-Customer Data will comply with such obligations and in particular maintain strict confidence with regard to any End-Customer Data.
(c)	The Parties undertake for themselves, their employees, contractors, other helpers and consulted third parties to be in compliance with the data protec-tion law that applies to their processing activities. Where Additiv processes data relating to an identified or identifiable individual or, as the case may be under applicable data protection law, legal entity (collectively "Personal Da-ta") for Client as a processor, such processing shall be governed by the data processing agreement set forth in Annex 4.
12.	INTELLECTUAL PROPERTY RIGHTS
(a)	This Agreement shall not cause any intellectual property rights to be assigned or transferred from one Party to the other Party and it shall not cause any Party to be obligated to assign or transfer any intellectual property rights to the other Party.
(b)	Client Data and End-Customer Data shall be and remain the exclusive proper-ty of Client.
(c)	The Platform and the Modules, including, without limitation, the Licensed Products, any documentation, support tool or similar information, and any in-tellectual property and other rights that may exist in any of the foregoing in this Section 12(c) are, as between Additiv and Client, owned and will remain to be owned exclusively by Additiv.
13.	AUDIT RIGHTS
(a)	Where required and permitted under applicable law, Additiv agrees that it will allow Client, Client's internal and external auditors (bound by an adequate confidentiality undertaking) and any competent public regulatory authority to audit and verify at Client's cost (i) the functions outsourced by Client to Addi-tiv, (ii) Additiv's performance of its obligations under the Agreement, and (iii) Additiv's operations, the documentation, the data and the systems used by Additiv for performing work or services under this Agreement. Additiv will assist in such audit, and provide any reasonably requested and available ac-cess, documentation and information. An audit or verification may not with-out good reasons interfere with the operations of Additiv and interfere with third party data protection, secrecy and intellectual property rights, shall be announced reasonably in advance and coordinated with Additiv.
(b)	If the License Fee agreed in Annex 2 is based on metrics (such as assets un-der administration) which are not otherwise transparent to Additiv, Client shall provide Additiv such information that Additiv reasonably requires to cal-culate the License Fees. To the extent permitted under applicable law, Client agrees that it will allow Additiv, Additiv's internal or external auditors (bound by an adequate confidentiality undertaking) and any competent public regula-tory authority to audit and verify the accuracy of the information provided by Client to allow Additiv to calculate the License Fee. The obligations to assist in such audit as set forth in Section 13(a) shall apply mutatis mutandis.
14.	TERM, TERMINATION AND EFFECT OF TERMINATION
14.1	Term
The Agreement shall enter into force upon its due execution by the Parties. It shall continue for an indefinite period of time, until terminated in accordance with Sec-tion 14.2 or 14.3 ("Term").
14.2	Termination for Convenience
(a)	Client may terminate this Agreement or any of the Licensed Products with ef-fect as of the end of any calendar month following the expiry of a Minimum Term specified in Annex 2 (if any) by giving three (3) months' prior written notice to Additiv.
(b)	Additiv may terminate this Agreement with effect as of the end of any calen-dar month following the expiry of a minimum term specified in Annex 2 (if any) by giving six (6) months prior written notice to Client.
(c)	Shorter notice periods than the notice periods set out in Sections 14.2(a) or 14.3(b) may apply, where agreed in Annex 2 (or any Exhibit thereto) for Subscriptions to specific Licensed Products.
14.3	Termination for Cause
(a)	Each Party may terminate this Agreement at any time with immediate effect (i) if the other Party commits a material breach of this Agreement or a num-ber of breaches of this Agreement which are material in the aggregate and, if curable, if such breach(es) is/are not cured despite the terminating Party re-questing the other Party to cure the breach(es) within a reasonable grace pe-riod of at least thirty (30) days; or (ii) if the other Party is insolvent or una-ble to pay its debts, enters into bankruptcy, insolvency, liquidation, or a simi-lar proceeding under applicable law, or files a petition for any of the forego-ing.
(b)	Client may terminate this Agreement and/or any of the Licensed Products based on any other provision of this Agreement that expressly entitles Client accordingly.
14.4	Consequences of Termination
(a)	Upon the termination of this Agreement becoming effective, Client shall cease any further use of the Licensed Products and Additiv will no longer pro-vide any work or services under this Agreement.
(b)	Upon the termination of any, but not all, Licensed Products becoming effec-tive, Client shall cease any further use of the Licensed Products which the Parties have agreed to remove from Annex 2 in accordance with Sec-tion 3.1(c) of this Agreement.
(c)	Notwithstanding the foregoing in this Section 14.4, in order to ensure a mi-gration of the services performed by Additiv under this Agreement to Client or a third-party provider that does not jeopardize Client's operations, the Par-ties agree as follows:
(i)	Additiv hereby grants Client the option to further receive all or part of Additiv's services provided by Additiv during the Term for a maximum duration of three (3) months following the termination of this Agree-ment, subject to the same terms and conditions as agreed in this Agreement ("Extension Option").
(ii)	Client may exercise the Extension Option in writing no later than three (3) months before the end of the Term. If, as agreed in Annex 2 with respect to specific Modules, a notice period of thirty (30) days or less applies to termination by Client pursuant to Section 14.2(a), or in case of a termination for cause (subject to Section 14.4(c)(iii)), Client may exercise the Extension Option at the same time when giving or receiving written termination notice. In each case, Client shall specify which of Additiv's services Client wishes to further receive and for how long (in full months) ("Extension Term"), and this shall be binding upon Cli-ent.
(iii)	If Additiv has terminated the Agreement for cause in accordance with Section 14.3 because of Client's failure to pay invoices when due or be-cause of Client becoming insolvent or unable to pay its debts, entering into bankruptcy, insolvency, liquidation or a similar proceeding, or filing a petition for any of the foregoing, Section 14.4(c) shall only apply if Client pays any outstanding invoices and pre-paid the estimated fees for the additional period during which Client wishes to receive services in full; in case of any other termination by Additiv for cause, Sec-tion 14.4(c) shall not apply.
(d)	Upon the end of the Term, Additiv shall hand over to Client in a machine-readable format reasonably determined by Additiv, and at Additiv's own cost, any Client Data available on the Cloud Infrastructure at the end of the Term. Client shall confirm the receipt of the Client Data to Additiv in writing within fifteen (15) days after receipt. Additiv shall then delete any copies of Client Data it still possesses (or procure such deletion from the Hosting Provider), except where Additiv is under an obligation to retain such Client Data and confirm such deletion to Client in writing within fifteen (15) days after receipt of Client's confirmation of receipt.
(e)	Without prejudice to Section 14.4(d), upon the end of the Term, each Party shall return to the other Party the Confidential Information received from such Party, subject to retention obligations under applicable law.
(f)	Sections 1, 7, 8(a)–(c), 10, 11, 12, 13, 14.4(f) and 16 shall survive any ter-mination or expiry of this Agreement.
15.	GENERAL PROVISIONS
15.1	Force Majeure
Neither Party shall be liable to the other for damages arising because of force majeure events such as natural disasters (fire, storm, water, and earthquakes), epidemics or other viral outbreaks, nuclear disasters, war, revolution, civil unrest, and breakdowns of the public electrical, communication or transportation infrastruc-tures or strikes ("Force Majeure Events") If a Party is unable to perform its ob-ligations under this Agreement due to a Force Majeure Event, the performance of such obligation shall be postponed until the Force Majeure Event ceases to exist.
15.2	Effects on Third Parties
No person other than the Parties shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to confer on any person oth-er than the Parties thereof any rights, benefits or remedies. Notwithstanding the foregoing, the Aggregator License (if any) is granted to Client and for the benefit of Asset Managers to whom Client provides digital services that include Licensed Products.
15.3	Notices
(a)	All notices or other communications to be given under or in connection with this Agreement shall be made in writing and in English, and shall be delivered by hand, by registered mail (return receipt requested) or by an internationally recognized courier or by e-mail to the known address of the receiving Party.
(b)	Any notice to be given hereunder shall be given prior to the expiry of a term or deadline set forth in the Agreement or by applicable law. All notices, communications, documents or other information shall be effective only if re-ceived by the Party to whom it is addressed irrespective of whether received prior to or after the expiry of such term or deadline (provided that the notice was timely and duly given in accordance with this Section). Any notice to be given hereunder shall be deemed to have been duly given if sent or delivered by hand prior to the expiry of a term set forth in this Agreement.
15.4	Entire Agreement
This Agreement, including the Annexes and any other documents referred to here-in, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. All references to this Agreement shall be deemed to include the Annexes hereto.
15.5	Amendment and Waivers
(a)	This Agreement may only be modified or amended by a document signed by the Parties. Any provision contained in this Agreement may only be waived by a document signed by the Party waiving such provision.
(b)	No failure to exercise, nor any delay in exercising, on the part of any Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
15.6	No Assignment
Neither Party shall assign this Agreement or any rights or obligations thereunder, including, but not limited to, by way of a business transfer or demerger, to any third party without the prior written consent of the other Party (not to be unrea-sonably withheld).
15.7	Severability; Good Faith
Should any part or provision of this Agreement be held to be invalid or unenforcea-ble by any competent court, arbitral tribunal, governmental or administrative au-thority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall negotiate in good faith a substitute provision that best reflects the economic intentions of the Parties without being un-enforceable and shall execute all agreements and documents required in this con-nection.
16.	GOVERNING LAW AND JURISDICTION
(a)	This Agreement shall be exclusively governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of laws princi-ples and excluding the UN Convention on Contracts for the International Sale of Goods.
(b)	The exclusive place of jurisdiction for any dispute, claim or controversy aris-ing under, out of or in connection with or related to the Agreement (or subse-quent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be the city of Zurich, Switzerland.