These Service Terms and Conditions (“Terms and Conditions”) are published by F Stack Limited, trading as Attio, whose registered office is at 25 Easton Street, Office 25.3, WC1X 0DS, London, UK ("We", "Us" or “Attio”) and are effective from February 17th 2020 (the “Effective Date”).

By logging into your Attio account you agree to be bound by these Terms & Conditions unless your organization has a separate SaaS Services Agreement in effect with us, in which event the terms of that SaaS Services Agreement will govern your use of the Service and these Terms and Conditions do not apply.

We may modify the Terms and Conditions from time to time. If a modification is material, as reasonably determined by us, then We will notify You of the change. The notice will contain a reasonable notice period after which the new Terms and Conditions will go into effect for all users and continued use of Attio after the notice period has ended constitutes agreement to the new Terms and Conditions. If you don’t agree with these new Terms and Conditions, please stop using Attio.

If You previously used the Fundstack fund management software platform all terms of your existing agreement with the Company will continue to apply until your Subscription renews. Those customers whose agreements refer to 'the Fundstack fund management software platform' - or similar - agree to amend that wording to 'the Attio software platform'. Once Your subscription renews, You agree to be bound by these new Terms and Conditions or, potentially, the terms of a new separate SaaS Services Agreement - but only if we specifically enter into a new one for Attio.

You are deemed to have agreed on behalf of any entity for whom You use the Service. You warrant to have the authority to act on behalf of any person or entity for whom You are using the Service.

1. Definitions

1.1. The following words and expressions shall have the following meanings:

Authorised User”: Yourself or - if You work for a business - any of Your company's employees who access the Service;

Confidential Information”: all information and materials provided by one party to another under or in relation to these Terms and Conditions which are marked confidential or is manifestly by its nature confidential;

"Attio Content": all data, information and material owned by or licensed to Attio and comprised within the Service, but excluding Customer Data;

Customer”: “You”;

"Customer Data": all data, information and material that the Customer and/or any Authorised User inputs or uploads to the Service or transmits through the Service, including Personal Data;

Data Protection Legislation”: the General Data Protection Regulations 2016 ("GDPR"), England's Data Protection Act 2018, the California Consumer Privacy Act (“CCPA”) and any other legislation relating to the processing of personal data;

"Intellectual Property Rights": patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

"Order": purchase request for a Subscription placed online on the Attio platform;

"Plan": pre-defined level of support provided and features that are made available in the Service;

Service": The provision of access to the Attio software platform (the “Service”);

"Subscription Fees": the price You pay for the Service with the amount depending on the Plan You subscribed to;

"Subscription": right to gain access to the Service under a Plan over a Term for a certain number of Authorised Users and, if on a paid Plan, subject to payment of the Subscription Fees;

"Software": any software owned by or licensed to Attio and which forms part of, or is used in the provision the Service;

"Term": fixed length of time for which you agree to subscribe to the Service and are billed the Subscription Fees. Terms can be 1 month or 12 months.

"You": If You are entering into these Terms and Conditions on behalf of a company, organization or another legal entity 'You' refers to that entity and where the context permits You refers to an Authorised User of the Service.

1.2 In these Terms and Conditions:

(a) words in the singular include the plural;

(b) reference to a person includes a legal person (such as a limited company) as well as a natural person;

(c) clause headings are for convenience only and shall not affect the construction of these Terms and Conditions;

(d) reference to "including" or any similar terms in these Terms and Conditions shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and

(e) reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

2. Provision of Service

2.1 Subject to the terms of these Terms and Conditions and full payment of all outstanding invoices, Attio will provide You with the Service for all Authorized Users during the Term.

2.2. You acknowledge and agree that the Company has the exclusive right to decide how to develop its software. The Company may, at its sole discretion, remove or add features to the Service at any point in time without any claims to compensation or any other remedies.

3. Grant of licence and scope of authorised use

3.1 Subject to provisions of these Terms and Conditions and to full payment of all outstanding invoices, You are granted a non-transferable, non-exclusive licence for the Term to access and use the Service. Without prejudice to clause 3.2, You may not sub-license the right to access and/or use the Service to any third party. All rights in and to the Service, (including Attio Content but excluding Customer Data) and Software are reserved to Attio.

3.2 Only You and the Authorised Users are licensed to access and use the Service and solely for Your internal business purposes.

3.3 You will not, directly or indirectly:

(a) except to the extent permitted by law, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or the Software;

(b) modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by Attio in its API Terms of Service);

(c) use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or

(d) remove any proprietary notices or labels from the Service.

(e) permit any third party to access or use the Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);

(f) create Internet "links" to the Service or "frame" or "mirror" any Attio Content on any other server or wireless or Internet-based device;

(g) attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Service or Software or any associated website, computer system, server, router or any other internet-connected device;

(h) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Service (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling') in order to circumvent any restrictions on scope of authorised use contained in these Terms and Conditions.

3.4 You shall not, and shall ensure that Authorised Users shall not use the Service to:

(a) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited;

(b) upload any Customer Data that infringes the Intellectual Property Rights of any third party;

(c) impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;

(d) engage in any fraudulent activity or further any fraudulent purpose;

(e) provide false identity information;

(f) attempt to gain unauthorised access to the Service or its related systems or networks, and shall not permit any third party to do any of the foregoing.

4. Administrator, Authorised Users

4.1 You shall designate one contact as the responsible party for communication with Attio during the Term (the "System Administrator"). The System Administrator shall have the authority to bind You, except that another duly authorised representative may change the System Administrator by giving notice to Attio via email or, if applicable, assigning the role to a user within the Attio platform.

4.2 The System Administrator may establish accounts for Authorised Users.

4.3 You shall ensure that each Authorised User shall, as a condition of being granted access to the Service, be required by the System Administrator to acknowledge the obligations on You under these Terms and Conditions respecting authorised use (and restrictions on use) of the Service and agree to comply with the same. You shall immediately notify Attio in the event that You become aware of any breach of the terms of these Terms and Conditions by any Authorised User.

4.4 You shall be responsible for all access to and use of the Service by Authorised Users. You shall be responsible for ensuring the security and confidentiality of all log-on identifiers, including usernames and passwords, assigned to, or created by, You or any Authorised User in order to access or use the Service ("ID"). You acknowledge and agree that You will be solely responsible for all activities that occur under such ID. You shall promptly notify Attio upon becoming aware of any unauthorised access to or use of any the Service, and provide all reasonable assistance to Attio to bring an end to such unauthorised access or use.

5. Invoicing and payment

5.1 All fees are due and payable in advance throughout the Term.

5.2 We may not require payment for as long as You are in a free trial period of the software. You do not have the right to a trial and Attio reserves the right to start and end any trial at its sole discretion. We may, at our sole discretion, provide one or multiple Subscriptions free of charge.

5.3 Attio offers Subscriptions to different Plans that grant access to different features and vary in their Subscription Fee. Some features are reserved for subscribers of a specific Plan. You can choose a Plan when You first purchase a subscription. Subsequently, You may be able to change Your plan as follows: Changes to a higher-priced Plan will take effect immediately, changes to a lower-priced Plan will only take effect upon renewal of your Term.

5.4 Pricing will be listed in the Attio Platform at the time of purchase or stated in a separate written contract.

5.5 Payment is due immediately and You are obligated to settle all invoices immediately. If You submitted payment details for your credit card, debit card, direct debit or other a similar payment method (collectively, “Credit Card”) to us, You hereby authorize Attio to automatically charge Your Credit Card, including any applicable taxes, to settle any outstanding invoices. You acknowledge that certain Credit Cards may charge you foreign transaction fees or other charges.

5.6 If the number of Authorized Users in Your account exceeds the allowance Your Subscription provides or otherwise requires the payment of additional Subscription Fees, You agree to be billed for such usage and You agree to be automatically charged for the additional Subscription Fees.

5.7 Payments are non-refundable. For example, if You bought a Subscription for 10 users for an annual term and two months into Your term You would like to reduce the number of Subscriptions to 6 then we shall not be obligated to refund payment for the 4 no longer required users. Only once the contract renews will Your Subscription be reduced to 6 users.

5.8 At the expiry of Your Term, Your subscription will automatically and indefinitely renew until either party requests termination at least one (1) day prior to the end of the then-current term. In the event of renewal, Attio shall have the right to amend these Terms and Conditions.

5.9 Attio reserves the right to change the Subscription Fees on ninety (90) days prior notice to You (which may be sent by email). Any change in the Subscription Fee will become effective at the end of the then-current Term.

5.10 If your payment is not successfully settled for any reason, You remain responsible for any amounts not remitted to Attio. Should automatic billing fail to occur for any reason, Attio may attempt to charge the credit card on file one or more times. Should payment continue to fail, Attio may without liability to You:

(a) suspend the Service; and

(b) charge You interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

5.11 You may request a cancellation of your Subscription either through Your online account management page or by contacting Attio customer support team at support@attio.com. Please note, a cancellation will only take effect upon renewal of Your Term.

6. Disclaimer

6.1 The Service is provided "as is" and "as available". We do not provide warranties of any kind, whether express or implied, including, but not limited to, implied warranties or merchantability, fitness for a particular purpose, non-infringement or performance.

6.2 Attio does not warrant that the Service will be uninterrupted, secure, available at any particular time or error free; nor does it make any warranty as to the results that may be obtained from use of the Service. We will have no responsibility for any harm to Your computer system, loss or corruption of data, or other harm that results from Your access to or use of Attio. No information or advice obtained by You from Attio, including vendor due diligence forms, messages, and information, shall create any warranty not expressly stated in this agreement.

6.3 If because of a technical reason Attio can no longer fulfil a provision in these Terms and Conditions then Attio may, at its sole discretion, declare said provision to be no longer binding. The sole and exclusively remedy for You in such a scenario shall be that You may terminate this contract with 30 days' notice, though no damages are due, and no refund shall be given.

6.4 Some jurisdictions do not allow the types of disclaimers in this paragraph, so they may not apply to You.

7. Intellectual Property Rights

7.1 Nothing in these Terms and Conditions shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.

7.2 Attio and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in Attio's brands, trademarks and logos, the Service (including Attio Content but excluding the Customer Data) and the Software. Except as expressly permitted between the Parties in writing, You may not use any of Attio's Intellectual Property Rights without Attio's prior written consent.

7.3 You shall promptly bring to the attention of Attio any improper or wrongful use of any Intellectual Property Rights of Attio which comes to Your notice. You shall assist Attio in taking all steps to defend Attio's Intellectual Property Rights, but not institute legal proceedings of Your own accord.

7.4 You shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data. You grant to Attio, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data only to such extent as is necessary to enable Attio to provide the Service and to perform its obligations under these Terms and Conditions. You warrant that You own the Customer Data and/or are otherwise entitled to grant the foregoing licence. If these Terms and Conditions are terminated, the foregoing licence will automatically terminate.

8. Indemnity

8.1 You shall indemnify Attio against all loss or damage that Attio incurs or suffers however arising as a result of or in connection with Your use of the Service, any Customer Data, and violation of these Terms and Conditions.

9. Liability limitations

9.1 Nothing in these Terms and Conditions limits or excludes either party's liability:

(a) for death or personal injury caused by its negligence;

(b) for fraudulent misrepresentation or for any other fraudulent act or omission;

(c) to pay sums properly due and owing to the other in the normal course of performance of these Terms and Conditions; and/or

(d) for any other liability which may not lawfully be excluded or limited.

9.2 Subject to clause 9.1, in no event will Attio, its directors, employees, partners, agents, suppliers, or affiliates be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any:

(a) loss of profit, loss of sales, turnover, revenue or business;

(b) loss of customers, contracts or opportunity;

(c) loss of or damage to reputation or goodwill;

(d) loss of anticipated savings;

(e) loss of any software or data;

(f) loss of use of hardware, software or data;

(g) loss or waste of management or other staff time;

(h) indirect, incidental, consequential, special or punitive damages (including service interruptions, computer damage or system failure)

arising out of or relating to Your access to or use of or inability to access or use of the Service; any conduct or content of any third party on the service, any content obtained from the Service and unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not advised of the possibility of such losses.

9.3 Subject to clauses 9.1 and 9.2, Attio's total liability arising out of or relating to these Terms and Conditions or its subject matter and to anything which it has done or not done in connection with the same (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the total Subscription Fees You paid by in the preceding 12 months.

10. Confidentiality

10.1 Subject to clause 10.2, each party shall:

(a) keep confidential all Confidential Information of the other party which it receives in connection with these Terms and Conditions;

(b) apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;

(c) only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms and Conditions;

(d) not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Terms and Conditions and subject to each such person being bound by an obligation of confidentiality equivalent to this clause 10 or to Law Enforcement officials as the Company deems necessary); and

(e) promptly, upon request and, in any event, upon termination of these Terms and Conditions (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.

10.2 Confidential Information shall not include any information that the recipient can establish:

(a) was publicly known and made generally available in the public domain prior to the time of disclosure;

(b) becomes publicly known and made generally available after disclosure through no breach of these Terms and Conditions or any other contractual obligation;

(c) is already known by or legally in the possession of the recipient at the time of disclosure; and/or

(d) is lawfully disclosed to the recipient, without confidentiality obligation, by a third party.

10.3 Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).

10.4 You acknowledge and agree that the Service (including Attio Content but excluding Customer Data) and Software and the terms of these Terms and Conditions including, in particular, the pricing, constitute Confidential Information of Attio. Attio acknowledges and agrees that the Customer Data constitutes Confidential Information of You.

10.5 Notwithstanding anything to the contrary, Attio shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Attio will be free to:

(a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Attio offerings, and

(b) disclose such data solely in aggregate or other de-identified form.

11. Data Protection

11.1 In this clause 11, "process", "personal data", "data controller", “service provider” and "data processor" will have the same meanings as set out in the Data Protection Legislation.

11.2 Each party will:

(a) obtain and maintain all appropriate registrations and consents under the Data Protection Legislation in order to allow that party to perform its obligations under these Terms and Conditions;

(b) process personal data in accordance with the Data Protection Legislation; and

(c) use its reasonable efforts to make sure no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Legislation.

11.3 The parties agree that Attio is the controller of the personal data relating to the Authorised Users and shall process such personal data in accordance with Attio’s privacy policy.

11.4 The parties agree that under the GDPR and similar legislation Attio is the data processor of any personal data that constitutes Customer Data, such as names and contact details for Your network of contacts, and under the CCPA the Company acts as a Service Provider. Accordingly, You warrant and represent that You have the right to upload the personal data contained in the Customer Data to the Service. In addition, as processor, Attio shall:

(a) process the personal data only to provide the Service otherwise on Your written instructions, which may be specific instructions or standing instructions of general application;

(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of or damage to the personal data;

(c) at Your request and choice either deliver up or delete the personal data from its systems on termination of the Service;

(d) ensure that individuals processing the personal data for Attio are subject to a duty of confidence in relation to the personal data and are trained in a basic understanding of their obligations when handling customer data;

(e) assist You in providing subject access and allowing data subjects to exercise their rights under Data Protection Legislation;

(f) assist You in meeting Your legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

(g) submit to audits and inspections by a certified third party chosen by Attio and make the summary report available to ensure that Attio is complying with its obligations under this clause; and

(h) notify You if Attio is requested to take any action in breach of any Data Protection Legislation.

(i) only use Customer Data for the specified purpose of performing the Service as specified in these Terms and Conditions and not retain, use or disclose Customer Data for any other purpose

11.5 You agree that in order to provide the Service, Attio may engage sub-processors from time to time to process personal data in the Customer Data. At Your request, Attio shall provide details of such sub-processors and any changes to the identity of a sub-processor. Attio shall engage sub-processors under a written agreement with obligations equivalent to those set out under GDPR.

12. Term and termination

12.1 Subject to earlier termination as provided below and for renewal as provided in clause 5.8, these Terms and Conditions are for the Term as specified in the Order.

12.2 In addition to any other remedies it may have, either party may no longer be bound by these Terms and Conditions and Your Order upon thirty (30) days’ notice (or without notice in the case of non-payment), if:

(a) the other party materially breaches these Terms and Conditions.

(b) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

12.3 On termination, You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Attio will make all Customer Data available to You for electronic retrieval for a period of thirty (30) days, but thereafter Attio may, but is not obligated to, delete stored Customer Data.

12.4 All sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

12.5 Without prejudice to clauses 12.1 and 12.2, Attio may, in addition, and without liability, terminate these Terms and Conditions, or alternatively, may suspend access to and use of any Services and/or the Service, by giving You notice if:

(a) any provision of clause 3.3 is breached; and/or

(b) You are in persistent or repeated breach of any of Your obligations under these Terms and Conditions, including Your Order, (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).

13. Force majeure

13.1 Neither party will be liable to the other for any failure or delay in performing its obligations under these Terms and Conditions which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of Attio or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but shall not include shortage or lack of available funds on Your part), provided that it:

(a) notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;

(b) uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and

(c) uses reasonable efforts to resume performance as soon as reasonably practicable.

14. Publicity

You agree that Attio may use Your Company's name or logo to list You as an Attio customer on its website and in other marketing materials.

15. General

15.1 Unless the parties expressly agree otherwise in writing, if a party:

(a) fails to exercise or delays exercising or only exercises partially any right or remedy provided under these Terms and Conditions or by law; or

(b) agrees not to exercise or to delay exercising any right or remedy provided under these Terms and Conditions or by law;

then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.

15.2 No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other party in any respect whatsoever.

15.3 If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.

15.4 You may not assignable, transferable or sub-licensable these Terms and Conditions except with Attio’s prior written consent. Attio may transfer and assign any of its rights and obligations under these Terms and Conditions without Your consent.

15.5 A person who is not a party to these Terms and Conditions shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.6 Each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.

15.7 These Terms and Conditions are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions, including but not limited to vendor due diligence information that Attio may have provided. All waivers and modifications of these terms must be in a writing signed by both parties, except as otherwise provided herein. Provided always that nothing in this clause 15.7 will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of these Terms and Conditions and each party acknowledges that it has not been influenced to agree to these Terms and Conditions by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in these Terms and Conditions.

15.8 These Terms and Conditions are governed by the laws of England and Wales excluding its conflict of laws provision. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these Terms and Conditions or its subject matter, but Attio is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.