Terms of Use

SEI Access Marketplace Terms and Conditions of Use

The following terms and conditions of use (“Terms of Use” or “Agreement”) apply to and govern your use of the SEI Access Marketplace (as defined herein) and all content, information and materials which you are permitted to access via the SEI Access Marketplace.

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SEI ACCESS MARKETPLACE. THESE TERMS AND CONDITIONS ARE AN ELECTRONIC CONTRACT THAT SETS OUT THE LEGALLY BINDING TERMS OF YOUR USE OF THE SEI ACCESS MARKETPLACE. ACCORDINGLY, THESE TERMS AND CONDITIONS ARE INTENDED TO MODIFY AND/OR REPLACE ALL PRIOR TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SEI ACCESS MARKETPLACE. By accessing and/or using the SEI Access Marketplace and/or clicking “I Agree” (or similar), you accept on your own behalf and on behalf of your Firm this Agreement and agree to the terms, conditions and notices contained or referenced herein. If you or your Firm do not agree to these Terms of Use, please do not use the SEI Access Marketplace. SEI Access Platform, LLC (“SEI,” “we,” “our,” or “us”) together with its Affiliates (as defined herein) and their respective licensors, service providers, managers, agents, officers, directors, and employees (collectively, the “SEI Parties”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time without prior notice. Please check these terms periodically for changes. SEI Access Platform, LLC provides the Services under this Agreement independently of its Affiliates and the obligations and benefits of SEI under this Agreement are those of SEI Access Platform, LLC.

As used herein, “SEI Access Marketplace” or “Marketplace” means the digital marketplace created and maintained by SEI for the purpose of making information regarding certain alternative investment products available to financial intermediaries for investment consideration by eligible investors and related administrative services supporting digital interaction between product sponsors and potential eligible investors and/or their advisors along with other automation services. The SEI Access Marketplace features the display of Offerings from multiple Sponsors; financial intermediary’s online submission, including electronic signature, of new business subscriptions to Sponsors for Offerings; and electronic signatures on Firm-specific documents related to subscriptions. “User,” “you,” or “your” refers to (i) the investment advisory firm that has executed a program or other agreement with SEI or certain of its Affiliates to receive services that include access to the SEI Access Marketplace (“Firm”), (ii) an individual who is granted access to the SEI Access Marketplace pursuant to any direct or indirect relationship with a Firm or its Affiliates, (iii) a licensed representative of a Firm who is a client of SEI, and (iv) any other Firm personnel, including, without limitation, any employee, contractor, representative, or agent who accesses or uses the SEI Access Marketplace on Firm’s behalf.

SEI retains the right to discontinue, suspend, or restrict use and availability of the SEI Access Marketplace in whole or in part at any time, for any or no reason, and without prior notice or liability to you. SEI also reserves the right to terminate your access to the SEI Access Marketplace in our sole discretion, including without limitation, for overuse or abuse of the SEI Access Marketplace. SEI further reserves the right to monitor use of the SEI Access Marketplace without further approval from you.

1. SEI grants Users a personal, limited, revocable, non-exclusive, non-sub-licensable license to access and use the functionality of the SEI Access Marketplace.
2. Users shall use the SEI Access Marketplace as allowable under applicable law and regulation and solely in a manner consistent with the purposes for which the SEI Access Marketplace was created and these Terms of Use.
3. Users are solely responsible for keeping User information and login credentials accurate, current, and complete. Firm is solely responsible for maintaining the confidentiality of access levels of each User and for all actions and omissions of its Users on the SEI Access Marketplace, whether expressly authorized by Firm or not. Firm agrees to immediately notify SEI of any unauthorized use of the SEI Access Marketplace or any other breach of security related to use of the SEI Access Marketplace, and to ensure that its Users log out of the SEI Access Marketplace at the end of each session.
4. Users hereby grant to SEI a worldwide, royalty-free and non-exclusive license for use of any names, logos, images, and content used by or uploaded into the SEI Access Marketplace and will fully indemnify and defend SEI from and against all claims arising from use of such names, logos, images and content.
5. SEI may restrict or suspend a User’s access to the SEI Access Marketplace or Services: (x) as SEI deems necessary, including to comply with applicable law, protect against communications, technology, or security problems, or perform emergency maintenance; or (y) where User is in breach of this Agreement.
6. No User may use the SEI Access Marketplace in any manner which might damage, disable, or overburden the SEI Access Marketplace, any SEI server, or any network connected to an SEI server or the SEI Access Marketplace. We retain all rights to modify or limit the functionality of the SEI Access Marketplace, including the right to limit the number of requests that you can make to the SEI Access Marketplace to protect our systems or to enforce reasonable limits on your use of the SEI Access Marketplace.
7. No User may use the SEI Access Marketplace to host unlawful, obscene, offensive or fraudulent content or activity, such as promoting securities transactions to persons who are not eligible to engage in such transactions, advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters or access controls, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third-party rights. You may not use the SEI Access Marketplace in or for any manner or purpose that infringes, misappropriates, or otherwise violates any right of any third-party or that violates any applicable law.
8. No User may access the SEI Access Marketplace from any country outside of the United States of America where such access would violate applicable laws or expose the SEI Access Marketplace to undue risk or vulnerability; or enter personally identifiable information regarding an individual natural person who is a resident of any jurisdiction that would prohibit the processing of such personal information by SEI through the SEI Access Marketplace without SEI’s prior written consent.
9. Each User (and, with respect to each User who is a representative, agent, employee or otherwise authorized to act on behalf of a Firm, the applicable Firm) is solely responsible for:
   1. obtaining and maintaining, and protecting the security of its software, systems, equipment, telecommunication and internet connections required for its use of the SEI Access Marketplace or Services.
   2. backup of data and retention of business records, including records relating to the Services, as it deems necessary or desirable, and as required by law. SEI assumes no responsibility for retaining Transaction Data or any other information made available through the SEI Access Marketplace or Services.
   3. determining whether the SEI Access Marketplace or the Services are appropriate for effectuating a particular transaction or whether a transaction is legally binding if processed via the SEI Access Marketplace.
   4. any information or data entered into the SEI Access Marketplace on its behalf.
   5. maintaining the proper licenses and authority to effectuate or attempt to effectuate transactions using the SEI Access Marketplace.
   6. Its compliance with federal or state law, SEC regulation or rule or rule of any self-regulatory organization in connection with the transactions and materials available via the SEI Access Marketplace.
      

2. Fees; Taxes

Firm understands and acknowledges that the SEI Access Marketplace is provided at no cost to Firm as a client of SEI or its Affiliate; and other financial intermediaries may be required to pay fees for the same or similar services. Firm is solely responsible for determining whether its use of the SEI Access Marketplace results in any potential or actual conflicts of interest with its clients and for making any necessary or appropriate disclosures or seeking any consents from its clients as a result thereof. Firm understands that Sponsors or their Affiliates pay fees to an SEI Affiliate to list their Offerings on the SEI Access Marketplace and to facilitate the digital interaction with financial intermediaries, including Firm.

In the event that a governmental authority determines that Firm’s access to the SEI Access Marketplace results in the need for the payment of any tax or fee to any governmental authority, Firm agrees to pay all such state and local sales, use, property or other taxes or fees which may be assessed against SEI or Firm arising out of such use; provided, however, Firm shall not be liable for taxes on SEI’s property, net income, gross receipts, or corporate franchise.

User shall cooperate with SEI fully in the defense of any claim by any federal, state, local, or other government authority against SEI regarding taxes or fees related to or assessed as a result of this Agreement.

1. SEI and its Affiliates have the exclusive right, title, and interest in and to their proprietary systems, software, including the SEI Access Marketplace and its source code, information, logos, services names, domain names, marks, copyrights, business processes, know-how, documentation, materials and technology (collectively, “SEI IP”) and no rights or interests are transferred to User except those expressly granted in writing under this Agreement, even if SEI uses or provides SEI IP to User in connection with its performance of the Services. SEI reserves and retains all rights not expressly granted under this Agreement. User acknowledges that the SEI Access Marketplace, methods for providing the Services, related materials and software were developed, compiled, and arranged by SEI through expenditure of substantial time, effort, and money, and constitute valuable intellectual property and, as between User and SEI, are SEI IP. User shall not, and shall not permit any third party to, recompile, disassemble, reverse engineer, make or distribute any other form of, or create derivative works of the SEI Access Marketplace or any SEI IP without prior written consent. SEI may use suggestions for modifications and improvements from User and others about the SEI Access Marketplace and Services and derivatives (“Suggestions”) in its discretion and Suggestions that SEI incorporates in the SEI Access Marketplace or Services and derivatives, whether under this Agreement or not, are SEI IP. SEI retains ownership rights in and to the data you upload to the SEI Access Marketplace (“Your Data”). However, with respect to Your Data, you grant to SEI a worldwide, royalty-free and non-exclusive license.
2. User shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or otherwise create derivative works of the SEI Access Marketplace, except for copies, translations, and adaptions of the SEI Access Marketplace documentation as reasonably necessary for User’s use of the Services; (ii) reverse engineer, decompile, disassemble, decrypt, emulate, exploit, scrape or otherwise attempt to discover the source code of the SEI Access Marketplace; (iii) rent, lease, sublicense, sell, assign, or otherwise transfer rights in or to the SEI Access Marketplace; (iv) remove any proprietary notices or labels on the SEI Access Marketplace; (v) intentionally use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with operation of the SEI Access Marketplace; or (vi) enable access to the SEI Access Marketplace by unauthorized third-parties or third-party applications. User shall not use SEI IP, including SEI’s marks or trade names, without prior written consent. User shall not use the SEI Access Marketplace, other SEI IP, or Services or disclose or distribute information about them in a manner that competes with SEI. Other than with respect to Your Data, the license granted herein does not include any downloading, copying, or other use of SEI Access Marketplace data for the benefit of any third party or any use of data mining, robots, or similar data gathering and extraction tools.
3. “Aggregate Data” means the data related to Users of the SEI Access Marketplace (including, but not limited to, metrics regarding the dollar amount and number of subscriptions and redemptions processed, number of Offerings, nature of Offerings, and Offering timing) where the data is aggregated and anonymized so that it does not directly or indirectly identify or enable the identification of individual Offerings, Firm or its Affiliates, or Users, or their respective clients. Subject to its compliance with this Agreement and applicable laws, rules and regulations, SEI and its Affiliates: (i) may compile Aggregate Data and use it for its advantage; and (ii) may sell, license, or otherwise make Aggregate Data available to third parties without obligation to User or its Affiliates.
4. SEI may provide links to third party websites, and some of the content appearing on the SEI Access Marketplace may be supplied by third parties. SEI has no responsibility for these third-party websites nor for their content, which is subject to and governed by the terms of service and/or privacy policies, if any, of the applicable third-party content providers. Accordingly, SEI expressly disclaims any responsibility for the content of these other websites, the accuracy of the information on these websites and/or the quality of products or services provided by the organizations that maintain them.
5. SEI has not conducted (and will not conduct) due diligence on the Offerings available on the SEI Access Marketplace or the Sponsors of such Offerings and does not recommend or endorse any of the Offerings or Sponsors. User agrees that it has not relied on the inclusion of the Offering in the SEI Access Marketplace in connection with its selection of an Offering for investment. User agrees that it is solely responsible for determining that it has sufficient information about a Sponsor or Offering, as applicable, to recommend or select them for investment. User agrees that neither the reference to “SEI Access Marketplace”, “SEI”, or an Affiliate in marketing or informational materials a Sponsor makes available nor the presence of an Offering on the SEI Access Marketplace constitutes a recommendation by SEI or any Affiliate, or an assessment that such Offering or Sponsor is appropriate for a particular investor.
6. Firm acknowledges and agrees that SEI is only providing Services as set forth in this Agreement, and is not obligated to and has not edited, reviewed, approved or endorsed any Offering Materials, including, without limitation, the accuracy of any performance information a Sponsor provides as part of the Offering Materials. SEI shall not be responsible for the review and approval of any Offering Materials made available through the SEI Access Marketplace. The Offerings and other materials made available through the SEI Access Marketplace may be updated or removed at any time without prior notice.
7. Nothing in this Agreement makes SEI or any of its Affiliates a party to any Offering, document, or Package facilitated through the SEI Access Marketplace and SEI makes no representation or warranty about the transactions User seeks to effect using the SEI Access Marketplace. Offerings available via the SEI Access Marketplace are limited to private placements meeting certain internal operational minimum standards, as determined by SEI in its sole discretion from time to time. These standards are available from SEI upon request. To the extent these operational standards include SEI’s receipt of written materials from the Sponsor or third parties, User understands and acknowledges that SEI has not reviewed those materials for accuracy or completeness. No User may rely on SEI’s operational standards when considering whether to invest in any specific Offering or as a substitution for User’s own due diligence.

4. Security

SEI will use commercially reasonable efforts to: (x) maintain the overall security of the SEI Access Marketplace and related infrastructure, (y) protect confidential and personally identifiable information provided by Users through the SEI Access Marketplace, and (z) maintain and execute processes designed to prevent the introduction of harmful malware, spyware, viruses, and other disabling code into the SEI Access Marketplace.

5. Privacy

Please review our Privacy Notice, which provides further information on how we collect, use, disclose, and secure the personal information we gather about you through this website, and which is incorporated herein.

6. Transaction Data

1. SEI may use Transaction Data to provide the Services, as permitted pursuant to this Agreement, and to comply with applicable law and regulation, including complying with requests of a governmental or regulatory body. User may use Transaction Data and information it receives from the SEI Access Marketplace and the Services in compliance with applicable law and regulation. Nothing in this paragraph affects SEI’s rights with regard to Aggregate Data as set forth in Section 3(c).
2. User is responsible for the content and accuracy of Transaction Data and for complying with privacy laws and other laws and regulations applicable to Transaction Data and User’s use of the Services.
3. User is solely responsible for determining whether the Services meet User’s business or compliance needs.
4. User may desire that SEI provide Transaction Data to third-party service providers, including transfer agents, financial intermediaries, and custodians. SEI is not obligated to transfer Transaction Data or information that may be available to User via the SEI Access Marketplace or Services to a third party unless agreed in a fully executed writing between the parties. If SEI transfers Transaction Data or other information to a third-party: (x) SEI is not responsible for the transfer of data to a third party as instructed by User; (y) User represents and warrants that it has acquired consents and provided notices required to transfer the Transaction Data and information; and (z) User represents and warrants that User has complied with all privacy laws applicable to it related to the transfer. SEI is not responsible for services or data a third party provides to User, even where such services or data is facilitated via the SEI Access Marketplace. User shall be solely responsible for contracting directly with such third party for services or data.

1. User Indemnity. Firm shall indemnify, defend, and hold harmless SEI Parties, from and against all Liabilities from Claims in connection with or arising out of: (i) Firm’s and its Users’ use of the SEI Access Marketplace; (ii) Transaction Data, including but not limited to the transfer of such Transaction Data via the Services; (iii) User’s negligence or willful misconduct; (iv) User’s breach of this Agreement; (v) User’s failure to comply with applicable law, rules, or regulations, including privacy laws or securities laws; (vi) claims of infringement relating to any of the content or other materials licensed to SEI hereunder; and (vii) claims by an investor, including any claims related to Offerings, Offering Materials, a Firm’s or its representatives’ recommendation of any investment or its reliance on any of the foregoing.
2. SEI’s Indemnity. SEI shall indemnify, defend, and hold harmless Firm Parties from and against all Liabilities from Claims in connection with or arising out of a Claim asserting that the SEI Access Marketplace infringes a U.S. patent, copyright, trademark, or trade secret. The foregoing indemnification will not apply to the extent any Claim of infringement is caused by: (w) User’s modification or use of the SEI Access Marketplace other than as provided in the Agreement; (x) User’s failure to use corrections or enhancements made available by SEI to the extent that corrections or enhancements would make the SEI Access Marketplace non-infringing; (y) information, specifications, or materials provided by User or on User’s behalf; or (z) the combination of the SEI Access Marketplace with goods or services provided by third parties. If the SEI Access Marketplace is, or in SEI’s opinion is likely to be held to be, infringing, SEI may at its option obtain for User the right to continue its use, or SEI may terminate this Agreement. The indemnification obligation and the remedies in this Section constitute User’s sole and exclusive remedies and SEI’s entire liability with respect to infringement.
3. Indemnity Procedures. An indemnifying party is relieved of its obligations of indemnification to the extent the Liabilities are caused by the negligence, willful misconduct or breach of this Agreement by the party seeking indemnification. To receive the indemnities contained in this Agreement, the party seeking indemnification must promptly notify the indemnifying party of a Claim and provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the Claim, provided that the indemnifying party may not settle a Claim by requiring an admission of liability, obligation, or payment by the indemnified party without the indemnified party’s prior written consent. The indemnified party, at its cost, may participate in the defense of the Claim or action through counsel of its own choosing.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, THE SERVICES, INCLUDING ALL TECHNOLOGY AND SOFTWARE USED IN THE PERFORMANCE OF THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SEI DISCLAIMS ALL WARRANTIES: EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND, EXCEPT FOR THE LIMITED INDEMNIFICATION SET FORTH IN SECTION 7(b), NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SEI DOES NOT WARRANT THAT THE SERVICES, INCLUDING THE SEI ACCESS MARKETPLACE, OR ANY COMPONENT THEREOF, WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SEI ACCESS MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE. USER ACKNOWLEDGES THAT SEI IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF INFORMATION PROVIDED BY OR ON BEHALF OF SPONSORS, FIRMS OR USERS. SEI IS NOT RESPONSIBLE FOR SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS, OR FOR ANY ERROR OR OMISSION IN THE CONTENT OR OTHER DATA TRANSMITTED THROUGH THE SEI ACCESS MARKETPLACE. UNDER NO CIRCUMSTANCES DOES SEI REPRESENT OR WARRANT THAT AN OFFERING WILL RAISE FUNDS OR THAT THE SEI ACCESS MARKETPLACE WILL FACILITATE A MINIMUM MONETARY AMOUNT FOR AN OFFERING. SEI DISCLAIMS ANY LIABILITY RELATED TO AND IS NOT RESPONSIBLE FOR A SPONSOR TO AN OFFERING ACCEPTING ANY TRANSACTION. SEI DISCLAIMS ANY AND ALL WARRANTIES ABOUT ANYTHING PERTAINING TO OR IN RELATION WITH THE OFFERING OR THE SPONSOR.

9. Limitations of Liability. EXCEPT TO THE EXTENT PROHIBITED BY LAW:

NO PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY OR TO THIRD PARTIES FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, GOODWILL, OR SAVINGS, OR DAMAGE TO, LOSS OF, OR REPLACEMENT OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) RELATING IN ANY MANNER TO THE SERVICES (WHETHER ARISING FROM CLAIMS BASED IN CONTRACT, TORT, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE;

SEI’S ENTIRE LIABILITY ARISING IN ANY MANNER OUT OF USER’S ACCESS TO OR USE OF THE SEI ACCESS MARKETPLACE, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, IS LIMITED TO REPERFORMANCE OF ANY ASPECT OF THE SERVICES THAT FAILED TO PERFORM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

THE LIMITATIONS CONTAINED IN THIS SECTION 9 ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER, AND SEI WOULD NOT PROVIDE THE SERVICES TO USER WITHOUT THEM.

10. General

1. This Agreement sets forth the entire agreement between the parties with respect to the Services. SEI may revise this Agreement without prior notice to User and any use of the SEI Access Marketplace after such revisions constitutes User’s agreement to the Terms of Use as so revised.
2. If a provision of this Agreement is declared to be invalid, the remaining provisions of this Agreement continue in full force and effect.
3. A waiver by either party of a provision or right under this Agreement does not constitute a waiver of any other provision or right under this Agreement.
4. Nothing in this Agreement will be construed to create a partnership, joint venture, or other similar relationship between the parties.
5. The Services provided here under may be performed by SEI Investments Distribution Corporation and its Affiliates.
6. SEI and its Affiliates may reference Firm and its Affiliates, if applicable, as a SEI client and user of the Services and may use their respective names and logos during the term for that purpose.

This Agreement will continue in full force and effect until the expiration or termination of the Firm’s program or other agreement or upon notice by SEI. Upon termination of the Firm’s program or other agreement, this Agreement will automatically terminate and be of no further force or effect.

Upon termination of this Agreement for any reason, the licenses granted by SEI herein end and Firm may no longer access, display or use the Services. SEI may retain Transaction Data and Your Data as required under applicable law and regulation and according to its data retention policies.

Sections 2 (Fees; Taxes), 3 (Proprietary Rights), 5 (Privacy), 7 (Indemnity), 9 (Limitations of Liability), 10 (General), 12 (Governing Law; Venue; Jury Waiver), and 13 (Definitions), together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.

1. This Agreement is governed by and construed in accordance with laws of the Commonwealth of Pennsylvania, without reference to its choice of law principles.
2. The venue for any dispute will be in the state or federal courts in Montgomery County, Pennsylvania, except that: (i) a party may seek injunctive or other equitable relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of any intellectual property or other proprietary rights; (ii) SEI may seek the payment of Fees in a state or federal court where the defendant resides or has assets.
3. A PARTY IS ENTITLED TO ALL COSTS OF DEFENSE FROM THE OTHER PARTY, INCLUDING ATTORNEYS’ FEES, IT INCURS IN DISMISSING A CLAIM BECAUSE IT WAS FILED IN AN IMPROPER JURISDICTION OR VENUE.
4. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING FROM OR RELATING TO THIS AGREEMENT.

1. “Affiliate” means a person or entity controlling, controlled by, or under common control with a party.
2. “Claim” means a third-party claim or legal action or administrative proceeding of action.
3. “Firm Parties” means Firm and its respective managers, agents, officers, directors, and employees.
4. “Liabilities” means: (i) all damages, costs, and attorneys’ fees finally awarded against an indemnified party with respect to a Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by an indemnified party with the defense of the Claim (other than attorneys’ fees and costs incurred without the indemnifying party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the indemnifying party agreed to pay to any third party in settlement of a Claim arising under Section 7 and settled by the indemnifying party or with the indemnified party’s approval.
5. “Offering” means a Sponsor’s specific offer of securities for sale that is available on the SEI Access Marketplace and made available to you pursuant to this Agreement.
6. “Offering Document” means a subscription agreement, or other similar purchase agreement, for an Offering by a Sponsor.
7. “Offering Materials” means all written communications related to an Offering, including, as applicable, the private placement memorandum or offering circular, operating agreement, subscription agreement, executive summaries, advertising material, and all information contained in these documents provided or made available by Sponsor or via the Services.
8. “Outside Information” means data about investors, potential investors, and financial representatives and other personally-identifiable information that SEI receives outside of this Agreement
9. “Package” means an electronic submission of Transaction Data using the SEI Access Marketplace. A Package is consumed when a User sends Transaction Data to initiate a transaction in an Offering, regardless of whether the Transaction Data is received or whether recipients take action.
10. “Services” means, collectively, all services that SEI provides under this Agreement, including access to and use of the materials and functionality contained within the SEI Access Marketplace.
11. “Sponsor” means an investment sponsor or issuer of securities whose securities are available as Offerings on the SEI Access Marketplace.
12. “Transaction Data” means all content, documents, and information, that a User enters or uploads to the SEI Access Marketplace in connection with investing in an Offering or such related data and information that User provides to SEI electronically or otherwise in connection with SEI’s performance of the Services. Transaction Data includes personally identifiable information, financial, and personal information for which the SEI Access Marketplace facilitates collection and transfer, and the documents on which that information may be conveyed. Transaction Data does not include SEI IP as defined in Section 3.