These Additional Service Terms Applicable to the Provision of Passthrough-Dynamo Service Integration (“Passthrough Integration Additional Terms“) apply only in the event the provision of the Standard Integration – Passthrough service (the “Passthrough Integration Service“) is included in Customer’s Subscription per the applicable Order Form or addendum thereto. For purposes of Customer’s Subscription for the Passthrough Integration Service, these Passthrough Integration Additional Terms supplement the Master Terms and form a part of the Agreement between Customer and Dynamo. Terms not otherwise defined herein shall have the meaning ascribed to them in the Master Terms and the applicable Order Form.
Part I – Passthrough Integration Service
The Passthrough Integration Service enables integration between the Dynamo platform and the Passthrough subscription document management platform operated by Passthrough, Inc. (and/or its legal successor iCapital Passthrough, LLC) (“Passthrough“).
The service description below provides a high-level overview of the Passthrough Integration Service’s functionality. For specific operational details and assumptions, please refer to the applicable Order Form or addendum thereto.
The Passthrough Integration Service enables investor onboarding through a connection between the Dynamo Portal and Passthrough’s subscription document management environment.
Part II – Additional Terms Applicable to the Provision of the Passthrough Integration Service
1. Third Party Service. Customer acknowledges that the Passthrough Integration Service relies upon the availability and functionality of the Passthrough platform and related services provided by Passthrough. Passthrough is a third party and is not affiliated with Dynamo. Dynamo’s ability to provide the Passthrough Integration Service to Customer depends on the continued availability and proper functioning of the Passthrough platform and Passthrough’s cooperation with the integration.
2. Customer’s Passthrough Subscription. Customer acknowledges that the use of the Passthrough Integration Service requires Customer to have a separate, valid subscription agreement directly with Passthrough for the use of the Passthrough platform (the “Passthrough Subscription”). Customer is solely responsible for obtaining and maintaining the Passthrough Subscription and for complying with all terms and conditions thereof. The Passthrough Subscription is separate and independent from Customer’s Subscription with Dynamo, and Dynamo is not a party to the Passthrough Subscription.
3. Data Handling. Customer authorizes and instructs Dynamo to transmit, receive, and process Customer Data through the Passthrough Integration Service in accordance with the Agreement. Customer acknowledges that Customer Data transmitted to or through the Passthrough platform will be subject to Passthrough’s terms of service and privacy policy. Dynamo shall have no liability for Passthrough’s handling, use, storage, or disclosure of Customer Data once such data has been transmitted to the Passthrough platform.
4. Customer Responsibilities. Customer shall be solely responsible for: (a) configuring the Passthrough Integration Service in accordance with any documentation provided by Dynamo; (b) ensuring that Customer’s use of the Passthrough Integration Service complies with all applicable laws and regulations, including data protection and privacy laws; (c) the accuracy and completeness of all data entered into or transmitted through the Passthrough Integration Service; and (d) ensuring that all Users have appropriate access rights and permissions within both the Dynamo platform and the Passthrough platform.
5. Service Limitations. Customer acknowledges and agrees that: (a) importing any additional data from Passthrough to Dynamo beyond the data points specified in Part I is outside the scope of the standard Passthrough Integration Service and requires separate scoping and estimation; (b) Customer must be running Dynamo Portal 3.0 or higher to use the Passthrough Integration Service; and (c) the initial service hours for set-up of the Passthrough Integration Service are capped as specified in the applicable Order Form, and additional hours, if required, must be purchased separately.
6. No Warranty of Third-Party Services. CUSTOMER ACKNOWLEDGES THAT THE PASSTHROUGH PLATFORM AND RELATED SERVICES ARE PROVIDED BY PASSTHROUGH, NOT BY DYNAMO. DYNAMO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PASSTHROUGH PLATFORM, THE PASSTHROUGH SERVICES, OR ANY DATA, DOCUMENTS, OR INFORMATION PROCESSED THROUGH THE PASSTHROUGH PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT.
7. Limitation of Liability for Third Party Services. IN NO EVENT SHALL DYNAMO, ITS AFFILIATES, LICENSORS, OR ANY THIRD PARTY INVOLVED IN PROVIDING THE PASSTHROUGH INTEGRATION SERVICE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE PASSTHROUGH PLATFORM OR PASSTHROUGH SERVICES; (B) ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE PASSTHROUGH PLATFORM OR PASSTHROUGH SERVICES BY PASSTHROUGH; (C) ANY DISCLOSURE, MODIFICATION, OR DELETION OF CUSTOMER DATA RESULTING FROM ACCESS BY OR TO THE PASSTHROUGH PLATFORM; (D) ANY ERRORS, INACCURACIES, OR OMISSIONS IN DATA TRANSMITTED THROUGH THE PASSTHROUGH INTEGRATION SERVICE; OR (E) ANY ACTS OR OMISSIONS OF PASSTHROUGH.
8. Indemnification. In addition to Customer’s indemnification obligations under the Master Terms, Customer shall indemnify, defend, and hold harmless Dynamo and its Affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) Customer’s use of the Passthrough platform or Passthrough services; (b) Customer’s breach of the Passthrough Subscription; or (c) any claim by Passthrough arising from Customer’s use of the Passthrough Integration Service.
9. Modification or Discontinuation. Dynamo reserves the right to modify, suspend, or discontinue the Passthrough Integration Service, in whole or in part, at any time, with reasonable prior notice to Customer, if: (a) Passthrough modifies, suspends, or discontinues the Passthrough platform or related services or APIs; (b) Passthrough terminates or materially modifies its agreement with Dynamo; (c) continued provision of the Passthrough Integration Service would violate applicable law; or (d) Dynamo determines, in its reasonable discretion, that the Passthrough Integration Service poses a security risk. In the event of discontinuation, Dynamo’s sole obligation shall be to provide a pro rata refund of any prepaid fees attributable to the discontinued Passthrough Integration Service for the unused portion of the then-current term.
10. Except to the extent set forth above, all existing arrangements between Dynamo and Customer remain in full force and effect.