Lumonic License Agreement
Last Updated: 4/24/25
This Lumonic License Agreement (this “Agreement”) is agreed to by PitchBook Data, Inc., (“PitchBook”), and the licensee identified in the signature block below (“Licensee”).
License
1.1 Content License & Order Form
PitchBook agrees to make available to Licensee the Lumonic web application and related services that are detailed in a Lumonic order form between Licensee and PitchBook (“Order Form”) through the method identified in the Order Form. For the purposes of this Agreement, “Content” means the information delivered to Licensee in connection with the Order Form. PitchBook grants Licensee a limited license during the term described in an Order Form to access the Services and use the Content as permitted in Section 3 and as may be additionally permitted by an Order Form. To the extent there is a conflict between any terms of this Agreement and the terms of an Order Form, the terms of the Order Form will control.1.2 Services
For the purposes of this Agreement, “Services” means the delivery of the Content and any provision by PitchBook of any features, functionality or other technology used in connection with the Content. PitchBook may modify the Services or Content at any time, provided that no such modifications materially degrade the Services.1.3 Borrower Data
Lumonic facilitates the exchange of information from Licensee’s borrowers to Licensee. For the purposes of this agreement, “Borrower Data” means the data that Licensee’s borrowers provide to Lumonic so that such data can be provided to Licensee.1.4 Licensee Data
For the purposes of this agreement, “Licensee Data” means data provided by Licensee to PitchBook for the purposes of accessing and using the Services.1.5 Affiliates
The parties’ affiliates may agree to the terms of this Agreement by executing a mutually agreed Order Form that references this Agreement. If the licensor entity is an entity other than PitchBook Data, Inc., Licensee agrees that PitchBook Data, Inc. may enforce the rights of the PitchBook licensor entity identified on the Order Form with respect to that Order Form. If different Licensee affiliates execute different Order Forms under this Agreement, only the Licensee entity that executed an Order Form will be liable for the Licensee activity associated with that specific Order Form.Authorized Users
An “Authorized User” is an employee of Licensee who is a natural person and who accesses the Content or Services on behalf of Licensee during the Term. All Authorized Users must only access the Services using SSO or their individual email address at Licensee’s Internet domain and only use the Content and Services on behalf of Licensee. Licensee is responsible for all use of the Content or Services by any Authorized User. Licensee must promptly notify PitchBook in writing if Licensee is aware of any unauthorized access or use of the Content or Services.Allowed Usage
3.1 Use for Internal Business Operations
Subject to Section 4, the Services and Content may only be used for Licensee’s internal business operations. Additionally, Licensee may utilize Borrower Data as agreed between Licensee and the applicable borrower. Licensee Data is not subject to the use restriction provided in this Section 3.1.3.2 Reservation of Rights
Except with respect to Borrower Data and Licensee Data and except as expressly provided in an Order Form or this Agreement, as between Licensee and PitchBook, all rights in the Services or Content belong to PitchBook. Licensee obtains no other rights to the Services or Content and waives any rights in suggestions related to the Services the Licensee or Authorized Users provides to PitchBook.3.3 Certification
Upon PitchBook’s request, Licensee will provide a signed statement certifying Licensee compliance with the Order Form and Agreement. Licensee will provide such a certification in response to a request from PitchBook up to two times in any 12-month period.Prohibited Usage
4.1 No Uses Competitive with Lumonic or Other PitchBook Products
Licensee may not use the Content in furtherance of a Competitive Product. A “Competitive Product” is any of (A) a product or service that provides a service substantially similar to Lumonic, or (B) a product or service that provides information or functionality substantially similar to information or functionality in products or services licensed by PitchBook as of the start date of a given Order Form (the “Effective Date”). The Content may not be used for any competitive analysis of how PitchBook’s products or services compare to a Competitive Product.4.2 Limitation on Distribution
Except as explicitly allowed under Section 3 or an Order Form, Licensee may not transfer, sell, rent, distribute, display, or disclose any portion of the Services or Content to anyone except other Authorized Users under that Order Form.4.3 No Technological Attacks
4.3.1 No Reverse Engineering
Except as expressly permitted in an Order Form or this Agreement, Licensee agrees not to modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services.4.3.2 No Acts to Disrupt Service
Licensee may not attempt to gain unauthorized access to (A) content not provisioned to Licensee or (B) the computer systems or networks connected to the Services. Nor may Licensee use the Services in any manner that could reasonably be anticipated to disable or impair the Services.4.4 Unauthorized Access
Authorized Users may not disclose log-in credentials or passwords to the Services to anyone.4.5 No Use in Violation of Laws
Licensee may not use the Services or Content in any manner that is unlawful.4.6 Professional Conduct
Each party must treat the other party’s employees with a reasonable level of cordiality and professionalism.Payment
5.1 Fees
Licensee will pay PitchBook the fees (“Fees”) agreed in each Order Form. If Licensee breaches any Order Form or Agreement with PitchBook, PitchBook may suspend Licensee’s access to the Services and any unpaid Fees will be due immediately.5.2 Taxes
Licensee will pay any taxes applicable to the Fees other than those taxes based on PitchBook’s net income. Licensee will make all payments to PitchBook without reduction for any withholding taxes. Any withholding taxes will be Licensee’s sole responsibility and Licensee will provide evidence of Licensee’s payment of any such withholding taxes to PitchBook upon PitchBook’s request.5.3 Fees for Subsequent Terms
Unless otherwise provided in the Order Form, the fees listed in an Order Form are valid only for the term corresponding to the Order Form. PitchBook may change the Fees for any renewal term upon notice to Licensee no later than 45 days prior to the end of the current term. Upon automatic renewal, Fees will be the higher of: (A) the fees for the prior year; (B) the most recent fees for the concluding term, annualized; or (C) the amount of the increased Fees communicated to Licensee in accordance with this Section 5.3.Licensee’s Ownership of Licensee Data
PitchBook does not claim an ownership interest in any Licensee Data. Licensee grants PitchBook a limited license to display the Licensee Data as reasonably needed to provide the Services. Licensee is solely responsible for any use it makes of Licensee Data and for ensuring that Licensee Data complies with all applicable laws and regulations and does not violate any third-party rights.
Term & Termination
7.1 Term of This Agreement
This Agreement will remain in effect unless terminated in accordance with Section 7.3. In addition, if PitchBook allows Licensee to continue to access the Services even though an Order Form has expired or been terminated, this Agreement will continue to govern the Licensee’s access to the Services.7.2 Term of Order Forms
Order Forms will remain in effect for the duration of the term provided in the relevant Order Form, and Order Forms will automatically renew for additional one-year terms unless written notice of a party’s decision to opt out of such auto renewal is provided 30 days in advance of the conclusion of the current term. The term under any Order Form, together with any renewal terms, is collectively referred to as the “Term”.7.3 Termination
7.3.1 Upon Conclusion of Order Form Term
This Agreement will terminate effective as of the conclusion of all outstanding Order Forms. Neither party may terminate the services to be provided under an Order Form for convenience.7.3.2 For Breach
Either party may terminate this Agreement and any Order Form if the other party materially breaches its obligations under this Agreement, or an Order Form, and does not cure such breach within 30 days of receiving a written notice specifying the breach.7.3.3 For Bankruptcy
Either party may terminate upon written notice if the other party files for bankruptcy, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes insolvent.7.4 Effect of Termination of Services
Upon termination of the Services being provided under an Order Form:The license granted in Section 1 of this Agreement terminates with respect to the Services and Content associated with such Order Form;
Licensee may continue using Work Product created during the Term in accordance with this Agreement.
7.5 Effect of Termination of this Agreement
Sections 1.3, 3-5, 7-12, 14-17, and 20-24 will survive the expiration or termination of this Agreement.Confidential Information
8.1 Confidential Information Defined
“Confidential Information” means commercially sensitive or valuable information that is disclosed by PitchBook to Licensee or disclosed by Licensee to PitchBook in the course of entering into or performing this Agreement.
Subject to Section 4, the Services and Content may only be used for Licensee’s internal business operations. Additionally, Licensee may utilize Borrower Data as agreed between Licensee and the applicable borrower. Licensee Data is not subject to the use restriction provided in this Section 3.1.8.2 Exclusions from Confidential Information
Information is excluded from the definition of “Confidential Information” if it is: (A) already in the public domain; (B) lawfully obtained from a third party; (C) lawfully known to the receiving party prior to the disclosure by the other party; (D) independently developed by the receiving party without reference to the other party’s Confidential Information; or (E) information disclosed by Licensee to PitchBook for the purpose of publishing data for third parties to view on the PitchBook platform.8.3 Use of Confidential Information
PitchBook and Licensee will not use or disclose the Confidential Information disclosed by the other party except (A) as expressly permitted by this Agreement; (B) as reasonably needed by PitchBook to perform its obligations under this Agreement or improve its services—however, PitchBook may not disclose Confidential Information in any product or services it provides to its clients; (C) either party may disclose Confidential Information as reasonably needed to enforce its rights under this Agreement; and (D) either party may disclose Confidential Information if required to do so by a subpoena or court order. If a party is obligated to disclose Confidential Information by a subpoena or court order, such party will promptly notify the other party of such pending disclosure in sufficient detail so that the disclosure may be objected to or that remedial actions may be taken.8.4 Care of Confidential Information
PitchBook and Licensee will each protect Confidential Information disclosed by the other party from unauthorized disclosure with the same degree of care as it uses with respect to its own Confidential Information, but in no event less than a reasonable degree of care.8.5 Borrower Data
PitchBook and borrowers enter into a separate agreement which contains confidentiality obligations for PitchBook with respect to Borrower Data. That agreement permits PitchBook to display Borrower Data to Licensee so that Licensee can use as needed in connection with servicing its loan(s) to borrower.8.6 Whistleblower Disclosure
Nothing in this Agreement prevents either party from (A) making a Whistleblower Disclosure, or (B) cooperating in any manner with a government or regulatory agency in connection with a Whistleblower Disclosure or a potential Whistleblower Disclosure. Additionally, neither party is required by this Agreement to provide the other with any notice related to Whistleblower Disclosures. “Whistleblower Disclosure” means a communication to relevant government or regulatory entities that contains information reasonably believed to be related to a violation of law or regulation.Representations & Warranties
9.1 Licensee’s Representations and Warranties
Licensee represents and warrants to PitchBook that Licensee has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Licensee.9.2 General Disclaimer of Warranties
The Services and Content are provided to Licensee on an “As-Is” and “As Available” basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Content or the Services. PitchBook has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts.9.3 Disclaimer of Specific Warranties
Without limiting the general nature of Section 9.2, PitchBook makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Content or the Services, and PitchBook expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. Licensee represents that it has not relied upon any warranty or representation made by PitchBook except as specifically stated in this Agreement.Indemnification
10.1 Licensee’s Promise to Indemnify
Licensee will defend and indemnify PitchBook from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of (A) Licensee’s unauthorized use or disclosure of the Content or Services, (B) PitchBook’s use of Licensee’s Data as needed to provide the Services. For the purposes of this Section 10.1, “PitchBook” includes any directors, officers, employees, or agents of PitchBook.10.2 Procedures
PitchBook will (A) promptly notify Licensee of any claim that would trigger the indemnification obligation in Section 10.1, (B) assist Licensee, at Licensee’s expense, in the defense and settlement of the claim, and (C) refrain from settling the claim without Licensee’s prior written consent so long as Licensee doesn’t unreasonably withhold or delay such consent. PitchBook can select its legal representation for defense of the claim.Limitation of Liability
11.1 No Liability for Fault with Content
Except as expressly agreed otherwise in this Agreement, (A) the Content and the Services are provided “as-is” and “as available,” and (B) PitchBook will not be liable for any damages incurred by Licensee or that result from Licensee’s use of the Content.11.2 Categorical Limitation on Damages
Except for either party’s gross negligence, willful misconduct, or indemnification obligations under this Agreement, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented.11.3 Limitation on Liability
Except for either party’s gross negligence, willful misconduct, or indemnification obligations under this Agreement, under no circumstances will either party be liable to the other party in excess of the amount actually paid or payable by Licensee to PitchBook under this Agreement within the 12 months preceding the liability-causing events.Links to Third-Party Sites
The Services or Content may contain links to other web sites (“Linked Sites”). The Linked Sites are not under PitchBook’s control and PitchBook is not responsible for any Linked Sites. PitchBook provides these links only as a convenience, and the inclusion of any link is not an endorsement by PitchBook or indication of any association with its operators.
Assignment
Neither party may assign its rights or obligations under this Agreement without the other party’s written consent. Neither party may unreasonably withhold consent. Despite the previous two sentences, PitchBook may assign its rights to collect payment owed under this Agreement.
Waiver
For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible.
Notice
Notices required under this Agreement may be sent to the email or physical address included on the Order Form. All notices will be deemed received two days after the day on which they are physically sent, the day on which they are emailed, or the day on which the courier service estimates delivery, whichever is later. A party may update its contact information for notifications by sending a notice of the updated contact information to the other party in accordance with this Section.
Excuses for Failure to Perform
Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseeable events beyond the party’s control.
Relationship of the Parties
Nothing in this Agreement will be construed to create a legal partnership or joint venture between the parties.
Entire Agreement
This Agreement together with the Order Form and the data processing agreement referenced in Section 27 below constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any prior agreement between the parties with respect to the subject matter of this Agreement. Any Licensee terms provided to PitchBook through Licensee’s purchase order or web portal are of no force as between PitchBook and Licensee.
Amendment
This Agreement may be amended only in a writing signed by an authorized representative of both parties.
Waiver of Class Action
Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated or representative action, irrespective of the forum in which such disputes are heard. Licensee will not join any of its claims related to this Agreement with the claim or claims of any other person or entity.
Choice of Law
This Agreement will be construed and enforced in accordance with the laws of the State of Washington, without reference to its choice of law principles.
Jurisdiction & Venue
The parties will resolve any disputes related to this Agreement in the state or federal courts located in King County, Washington. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to this Agreement in these courts.
Export Control Compliance
Licensee agrees to comply with all relevant export and trade control laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of the previous sentence, Licensee agrees to comply with all relevant laws governing Licensee’s purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to it under this Agreement.
Attorney Fees and Costs
If a party initiates a legal proceeding to enforce the terms of this Agreement or any Order Form, the substantially prevailing party will be entitled to an award of its attorney fees and costs.
Recognition
PitchBook may use Licensee’s name and logo on PitchBook promotional materials to identify Licensee as a client of PitchBook.
Data Security and Privacy
PitchBook will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Licensee Data. PitchBook may suspend an Authorized User’s access if PitchBook reasonably determines that it needs to do so in order to maintain the security of the Services or Content. The Services will be provided consistent with the privacy policy provided at: https://www.lumonic.com/privacy-policy.
DMCA Notice
If you believe that any material provided on or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with our DMCA notice policy.