Daphne Platform Terms of Service

1. Purpose and scope

Daphne provides a hosted software platform designed to connect two categories of platform participants:

• Customers (Data Recipients): limited partners, investment consultants, allocators, fund-of-funds managers, and other institutional participants who use the platform to request, receive, aggregate, standardise, and analyse fund data, documents, and reporting from investment managers; and

• Providers (Data Providers): general partners, managers, sponsors, fund administrators, and their authorised representatives who use the platform to receive, review, complete, and submit responses to requests for fund onboarding, due diligence, reporting, and related information initiated by Customers.

  
  

These Terms govern your use of the Daphne platform, including any associated websites, applications, dashboards, workflows, data rooms, request tools, APIs, document ingestion tools, parsing tools, analytics, reporting outputs, and support services that we make available to you (collectively, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms. By accessing, browsing, or otherwise using any aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Service.

These Terms establish the baseline rules for all platform participants. They do not replace any separate commercial agreement, order form, or subscription agreement between you and Daphne, which will govern pricing, service levels, and scope of access. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access, browse, or otherwise use the Service. In the event of a conflict between these Terms and a separate written commercial agreement, the commercial agreement will prevail to the extent of the conflict.

2. Eligibility

You may be required to register with Daphne or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorised to use the Service, with or without registering. You may only register for the Service if your use of the Service complies with applicable law, regulation, fiduciary duty, and contractual confidentiality obligations.

3. Accounts and account security

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Daphne of any unauthorised use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Daphne and its current and future affiliates (collectively, “Daphne Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. Definitions

For purposes of these Terms:

“Submission Data” means any data, document, file, questionnaire response, financial information, portfolio information, fund information, diligence response, operating metric, benchmark input, capital account information, contact information, or other content that you or your authorised users upload, submit, sync, transmit, or make available through the Service.

“Personal Data” means any information relating to an identified or identifiable natural person, as defined by applicable data protection law.

“Service Data” means usage data, log data, telemetry, device and browser information, support records, metadata, and other technical information generated by or collected through operation, security, support, and improvement of the Service, but excluding the substance of Submission Data except where expressly stated in these Terms.

“Customer” means a limited partner, investment consultant, allocator, fund-of-funds manager, or other institutional participant that uses the Service to request, receive, aggregate, or analyse data from Providers.

“Provider” or “Data Provider” means a general partner, manager, sponsor, fund administrator, or authorised representative that uses the Service to respond to Customer requests.

“Authorised Recipients” means:

(a) the specific Customer or Customers whose requests, workflows, or data rooms a Provider is responding to through the Service;

(b) your own authorised users;

(c) Daphne personnel, contractors, and subprocessors who need access to provide, secure, maintain, or support the Service; and

(d) other persons or entities that you expressly authorise through the Service or in writing.

5. Ownership of Submission Data

As between you and Daphne, you retain all right, title, and interest in and to your Submission Data.

Nothing in these Terms transfers ownership of Submission Data to Daphne.

You hereby grant Daphne and Daphne Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, non-sublicensable (except to Daphne’s contractors, consultants and subprocessors performing services for Daphne) licence to copy, display, upload, perform, distribute, store, modify, and otherwise use your Submission Data (including any name, username, voice, image or likeness incorporated therein or otherwise provided by you), in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service for you during the period you access and use the Service; or (b) as expressly set forth in Section 7.1 during the period you access and use the Service and thereafter. You also agree that Daphne may remove metadata associated with your Submission Data and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your Submission Data. You assume all risk associated with your Submission Data and the transmission of your Submission Data and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your Submission Data.

For clarity, any adaptations, modifications or translations of your Submission Data created by Daphne will remain “Submission Data”, and subject to all the terms and conditions of these Terms that apply to Submission Data.

6. Sharing between platform participants

A core purpose of the Service is to facilitate the exchange of fund data, documents, and reporting between Customers and Providers.

By submitting Submission Data into a request, workflow, or data room associated with a Customer, a Provider instructs Daphne to make that Submission Data available to that Customer and its authorised users in accordance with the settings, workflow design, and permissions made available in the Service.

Providers are responsible for reviewing the relevant settings, workflow design, and permissions made available in the Service before submitting Submission Data.

Unless expressly stated otherwise in the Service, a submission to a Customer may be retained, exported, downloaded, copied into the Customer’s own systems, or further processed by that Customer under its own policies and agreements. Daphne is not responsible, and disclaims all liability, for a Customer’s use of information after it has been made available to that Customer at the Provider’s instruction.

7. Daphne’s permitted and prohibited use of Submission Data

7.1 Permitted use

Daphne may use Submission Data only:

(a) for the purposes described in Section 5(a);

(b) to provide document ingestion, extraction, normalisation, mapping, validation, workflow, search, reporting, analytics, and support features that you or other platform participants have chosen to use within the Service;

(c) to optimise and improve the Service;

(d) to improve and develop new Daphne products and services, including by training and developing models and/or algorithms; and

(e) to create de-identified datasets and aggregated analytics, product usage insights, and operational metrics both during the period you use the Service and thereafter; provided, that, such outputs do not identify you, your funds, your investors, your portfolio companies, or any natural person (“Aggregated Data”); provided, further, that, the Aggregated Data will be comprised of at least five (5) Data Providers, a floor Daphne may raise at its discretion, and no single Data Provider will be the source of more than twenty five percent (25%) of any published or externally shared Aggregated Data output. For clarity, the five (5) Data Provider floor and the twenty five percent (25%) cap are minimum requirements and do not permit any output that would identify you, your funds, your investors, your portfolio companies, or any natural person.

Subject to Section 9.4, you acknowledge and agree that Daphne may preserve Submission Data and may also disclose Submission Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable law, or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Daphne, its users, or the public. You understand that the technical processing and transmission of the Service, including your Submission Data, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

You further acknowledge that, as between you and Daphne, Daphne owns the Aggregated Data and the Aggregated Data is not Submission Data. Daphne reserves the right to use the Aggregated Data for any lawful purposes.

You hereby authorise Daphne and Daphne Affiliates and their third-party service providers to collect and analyse Service Data. Daphne and Daphne Affiliates may use Service Data for any purpose in accordance with applicable law and our Privacy Policy.

7.2 Prohibited use

Daphne will not, without your prior written consent:

(a) sell Submission Data;

(b) disclose Submission Data to third parties other than Authorised Recipients, except as permitted by Sections 7.1 and 9.4;

(c) use Submission Data to create or market a competing investment product or competing proprietary dataset; provided, that, this restriction does not apply to the Aggregated Data;

(d) use Submission Data to train, fine-tune, or improve any machine learning or artificial intelligence model, whether owned by Daphne or a third party, that is intended for general-purpose use or for use outside the Service, or that would enable any third party to derive insights specific to your funds, investors, or portfolio companies; or

(e) use outputs derived from your Submission Data to benefit other platform participants in a way that would reveal your identity, fund-level information, or commercially sensitive information.

For the avoidance of doubt, Daphne may use internal service prompts, rules, and model interactions within the Service to parse, classify, structure, and quality-check Submission Data, so long as such use remains subject to the restrictions in these Terms.

8. Your responsibilities and representations

You represent, warrant, and covenant that:

(a) you have all rights, consents, permissions, and lawful authority needed to submit Submission Data through the Service and to instruct Daphne to process and share it as contemplated by these Terms;

(b) your Submission Data, and your use of the Service, will not:

(i) infringe or misappropriate any third-party right or violate any applicable law, regulation, court order, contractual restriction, or confidentiality obligation;

(ii) contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(iii) pose or create a privacy or security risk to any person;

(iv) be unlawful, defamatory, invasive of another’s privacy, or otherwise objectionable;

(v) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

(vi) violate sanctions, export controls, anti-bribery laws, anti-money laundering laws, or other applicable law;

(vii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(viii) engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods; and

(c) to the best of your knowledge after reasonable internal review, information you submit as final is not materially false or misleading; and

(d) you will not benchmark the performance of the Service, or probe, scrape, reverse engineer, or use the Service to build a competing product or service.

Daphne reserves the right to investigate and take appropriate legal action against anyone who, in Daphne’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.

9. Confidentiality

9.1 Confidential Information

“Confidential Information” means, subject to the exceptions set forth in Section 9.2 hereof, any information or data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by a party (the “Discloser”) to the other party (the “Recipient”) and that (a) the Discloser has marked as confidential or proprietary, or (b) the Discloser identifies as confidential at the time of disclosure with written confirmation within fifteen (15) days of disclosure to the Recipient; provided, however, that reports and/or information related to or regarding the Discloser’s business plans, business methodologies, strategies, technology, specifications, development plans, customers, prospective customers, partners, suppliers, billing records, and products or services will be deemed Confidential Information of the Discloser even if not so marked or identified, it being agreed that Submission Data is Confidential Information of the Data Provider that submitted it whether or not marked or identified as confidential, unless such information is the subject of any of the exceptions set forth in Section 9.2 hereof.

9.2 Exceptions to Confidential Information

Confidential Information will not include any information which: (a) the Recipient can show by written record was in its possession prior to disclosure by the Discloser hereunder, provided that the Recipient must promptly notify the Discloser of any prior knowledge; (b) is or becomes generally known by the public other than through the Recipient’s failure to observe any or all terms and conditions hereof; (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is not subject to any confidentiality obligation in favour of Discloser; or (d) is independently developed without use of the Discloser’s Confidential Information.

9.3 Use and disclosure of Confidential Information

The Recipient may only use the Confidential Information for the purpose of performing its obligations and exercising its rights hereunder. The Recipient must keep secret and will never disclose, publish, divulge, furnish or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees and contractors who are required to have access to such Confidential Information in connection with the performance of the Recipient’s obligations, or the exercise of the Recipient’s rights, hereunder, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees or contractors are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in these Terms. The Recipient will use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of these Terms.

9.4 Required disclosure

The Recipient may disclose Confidential Information if required by law, regulation, court order, or binding regulatory request, provided that, where legally permitted, it gives the Discloser prompt notice and reasonable cooperation to seek confidential treatment or other protective measures.

10. Data protection

10.1 Roles

The parties acknowledge that Daphne may act in different roles depending on the processing activity:

• Daphne acts as an independent controller for account administration, security, fraud prevention, service analytics, support, billing administration where applicable, legal compliance, and related operational activities.

  
  

• Daphne may act as a processor or service provider on behalf of a Customer or, in some cases, on behalf of a Provider, where Daphne processes Personal Data contained in Submission Data solely on documented instructions and for workflow execution within the Service.

  
  

10.2 Data processing addendum

Where required by applicable data protection law, the relevant controller and Daphne will enter into a separate data processing addendum governing processor activity. For clarity, the terms and conditions of the data processing addendum will not apply to the Aggregated Data.

10.3 Privacy Policy

At Daphne, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://getdaphne.com/privacy-policy (the “Privacy Policy”). The Privacy Policy describes Daphne’s collection, use and disclosure of Personal Data for which Daphne acts as controller. For clarity, the terms and conditions of the Privacy Policy will not apply to the Aggregated Data.

11. Security

Daphne will maintain and enforce a written information security programme with administrative, technical, and organisational safeguards reasonably designed to protect Submission Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, and unauthorised access.

Such safeguards will include, as appropriate to the Service, measures relating to access control, authentication, encryption in transit and at rest, secure storage, logging, monitoring, vulnerability management, backup, incident response, and personnel confidentiality obligations.

No system is completely secure. Except as expressly set out in these Terms, Daphne does not guarantee that the Service will be invulnerable to all security threats.

12. Security incidents

If Daphne becomes aware of a confirmed Security Incident affecting Submission Data in Daphne’s custody or control, Daphne will notify affected users and, where appropriate, the relevant Customer or Provider without undue delay after confirmation. The notice will include, to the extent then known and legally permissible, a description of the nature of the incident, the types of data affected, and the remediation steps Daphne is taking.

A “Security Incident” means unauthorised access to, or unauthorised acquisition, disclosure, alteration, or destruction of, Submission Data in Daphne’s systems. Security Incident does not include unsuccessful attempts or activities that do not compromise the confidentiality, integrity, or availability of Submission Data, such as scans, pings, denial-of-service attempts, or other network attacks blocked by security controls.

13. Subprocessors and service providers

You authorise Daphne to use affiliates, hosting providers, model providers used within the Service, support providers, analytics providers, and other service providers as reasonably necessary to provide the Service, provided that (a) Daphne remains responsible for their compliance with obligations applicable to Daphne under these Terms, and (b) Daphne enters into agreements with such service providers that contain restrictions against using Submission Data to train, fine-tune, or improve any machine learning or artificial intelligence model, whether owned by Daphne or a third party, that is intended for general-purpose use or for use outside the Service, or that would enable any third party to derive insights specific to your funds, investors, or portfolio companies.

On request, Daphne will make available information about material subprocessors used to process Submission Data.

14. Retention and deletion

You acknowledge that Daphne may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Daphne’s or its third-party service providers’ servers on your behalf. Daphne will retain Submission Data for as long as needed to provide the Service, comply with law, resolve disputes, enforce agreements, maintain security records, or as otherwise agreed with the relevant participant or required by the workflow in which the data was submitted. Daphne will give reasonable prior notice of any material change to these practices.

Subject to the foregoing, you may request deletion of your account and Submission Data under your control by contacting privacy@getdaphne.com. Daphne may retain copies in accordance with Section 7.1 or for backup, audit trail, legal hold, fraud prevention, security, or compliance purposes for a limited period consistent with its retention policies. Where Daphne retains copies under Section 7.1, Daphne will honour any valid request for erasure of Personal Data contained in those copies in accordance with applicable data protection law.

Where Submission Data has already been shared with another platform participant, deletion by Daphne will not require that participant to delete copies already received, unless separately agreed.

15. Feedback

If you provide suggestions, enhancement requests, recommendations, or other feedback relating to the Service, Daphne may use that feedback without restriction or obligation, provided that feedback does not include your Confidential Information or Submission Data.

16. Intellectual property rights

16.1 Service content

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorised by Daphne, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Submission Data that you upload to or make available through the Service in accordance with these Terms. Any use of the Service or the Service Content other than as specifically authorised herein is strictly prohibited.

16.2 Daphne’s trademarks

The Daphne name and logos are trademarks and service marks of Daphne (collectively the “Daphne Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Daphne. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Daphne Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Daphne Trademarks will inure to our exclusive benefit.

16.3 Your trademarks

You agree that Daphne may use your name, logos, trademarks and service marks (“Your Marks”) to identify you as a participant in Daphne’s network of Providers and Customers and, in furtherance thereof, you hereby grant Daphne a worldwide, non-exclusive, royalty-free, non-transferable (except in accordance with Section 23), non-sublicensable right and licence to use and display Your Marks on Daphne’s website, investor materials and other materials that advertise Daphne’s products and services, in accordance with your reasonable instructions. Daphne will cease any use of Your Marks upon receipt of written notice directing the same.

16.4 Third-party material

Under no circumstances will Daphne or any Daphne Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Daphne does not pre-screen content, but that Daphne and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Daphne and its designees will have the right to remove any content that violates these Terms or is deemed by Daphne, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

16.5 Restrictions on use

The technology and software underlying the Service or distributed in connection therewith are the property of Daphne, Daphne Affiliates, and their licensors (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Daphne.

17. Suspension and termination

You agree that Daphne, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, if Daphne believes that you have materially breached these Terms, if required by law or regulation, if Daphne reasonably suspects unauthorised access, fraud or material misuse, or where necessary to prevent harm to the Service, Daphne, other users or third parties. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Daphne may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You may terminate these Terms at any time by closing your account or by written notice, subject to any continuing obligations applicable to Submission Data already submitted into active workflows or already shared with other platform participants. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Daphne may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Daphne and Daphne Affiliates will not be liable to you or any third party for any termination of your access to the Service.

Sections intended by their nature to survive will survive termination, including Sections 4, 5, 6, 7, 8, 9, 10.3, 11, 12, 14, 15, 16, 19, 20, 21, 22 and 23.

18. Third-party services

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Daphne has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Daphne or any Daphne Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Daphne enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Daphne and Daphne Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

19. Disclaimers

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DAPHNE AND DAPHNE AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (COLLECTIVELY, “THE DAPHNE PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE DAPHNE PARTIES DO NOT WARRANT THAT ANY EXTRACTED, STRUCTURED, NORMALISED, OR AGGREGATED OUTPUTS WILL BE COMPLETE, ACCURATE, OR FIT FOR ANY PARTICULAR REGULATORY, ACCOUNTING, VALUATION, OR INVESTMENT PURPOSE.

THE DAPHNE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

20. Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE DAPHNE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE DAPHNE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE DAPHNE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID DAPHNE IN THE LAST TWELVE (12) MONTHS, OR, IF GREATER, TWENTY FIVE THOUSAND DOLLARS ($25,000). THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO DAPHNE’S DIRECT AND MATERIAL BREACH OF SECTION 7.2 OR ITS OBLIGATIONS PERTAINING TO CONFIDENTIAL INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “DISCLAIMERS,” “LIMITATION OF LIABILITY,” AND “INDEMNITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

21. Indemnity

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Daphne Parties, from any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any Submission Data, your connection to the Service, your violation of these Terms, or your violation of any rights of another. Daphne will provide notice to you of any such claim, suit, or proceeding. Daphne reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Daphne’s defence of such matter. You may not settle or compromise any claim against the Daphne Parties without Daphne’s written consent.

22. Governing law and jurisdiction

These Terms and any non-contractual disputes arising out of or in connection with them are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. The state and federal courts located in Delaware, USA will have exclusive jurisdiction, except that Daphne may seek injunctive or equitable relief in any court of competent jurisdiction.

23. General

These Terms (together with the terms incorporated by reference herein) constitute the entire agreement between you and Daphne governing your access and use of the Service, and supersede any prior agreements between you and Daphne with respect to the Service, except for any separate written commercial agreement, order form, subscription agreement or data processing addendum between you and Daphne, which will prevail over these Terms to the extent of any conflict. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. The failure of Daphne to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms without the prior written consent of Daphne, but Daphne may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service. Daphne will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Daphne’s reasonable control.

24. Changes to these Terms

Daphne may update the Service and these Terms from time to time. If Daphne makes a material change to these Terms, Daphne will provide reasonable notice by posting the updated version in the Service, by email, or by other reasonable means. Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you should stop using the Service and contact us to close your account.

25. Contact details

Questions about these Terms should be sent to:

Daphne Technologies LLC

750 Lexington Avenue, New York, NY 10022

legal@getdaphne.com

privacy@getdaphne.com

security@getdaphne.com